Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans; (viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and (ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans. (c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement. (d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date. (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc.), Pooling and Servicing Agreement (Long Beach Securities Corp), Pooling and Servicing Agreement (New Century Mortgage Securities LLC)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in Section 2.3 above and paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject (i) with respect to the other terms and provisions of this Agreement Group I, all of the its right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan that is a HELOC and with respect to Group II all of its right, title and interest in and to each Subsequent Mortgage Loan that is a HEL, in each case listed on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor to the Trustee on such Subsequent Transfer Date, (ii) all its right, title and interest in and to principal due collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-off Date and Off Date; (iii) all its right, title and interest in and to all Insurance Policies and all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.3 above and the other items in the related Mortgage Files; and (iv) all its rights under each Subsequent Transfer Agreement; provided, however, that the Depositor and/or Seller reserves and retains all its right, title and interest in and to principal received (including Prepayments) collected and interest accruing on the each such Subsequent Mortgage Loans Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust by the Depositor of the Subsequent Mortgage Loans identified on set forth in the Mortgage Loan Schedule shall be absolute and is shall be intended by the Depositor, the Master ServicerCertificateholders, the Trustee Additional Certificateholder and the Certificateholders all parties hereto to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundDepositor. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts amount released from the Pre-Funding Account shall be one-hundred percent (100_____%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on of which _____% of the aggregate Principal Balances of Subsequent Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) which are HELOCs and _____% of the Codeaggregate Principal Balance of Subsequent Mortgage Loans which are HELs shall be transferred to the Reserve Fund unless on or prior to the related Subsequent Transfer Date the Servicer shall have provided an Eligible Letter of Credit in such amount to the Trustee.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) At least 5 Business Days prior to the Subsequent Transfer Date, the Depositor shall have provided the Trustee Trustee, the Certificate Insurer, Moody's and Standard & Poor's with a timely an Addition Notice and shall have provided any information in an electronic data file form as reasonably requested by any of the Trustee foregoing with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the Custodian a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit O (the "Subsequent Transfer InstrumentAgreement"), which shall include a the Mortgage Loan Schedule Loans Schedules, listing the Subsequent Mortgage Loans, Loans and any other exhibits listed thereon;
(iii) the Master Servicer, in its capacity as Seller, Depositor shall have delivered a computer file containing such deposited in the Collection Account all collections in respect of the Subsequent Mortgage Loan Schedule to the Trustee at least three Business Days prior to Loans received on or after the related Subsequent Transfer Cut-Off Date;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery none of the Subsequent Transfer Instrument, substantially in the form of Exhibit ISeller, the Servicer or the Depositor shall not be was insolvent nor shall it will any of them have been rendered made insolvent by such transfer nor shall it be is any of them aware of any pending insolvency;
(ivv) such sale and transfer shall addition will not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
Holders of the Certificates; (vvi) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Residential Asset Funding Corp), Pooling and Servicing Agreement (Home Equity Securitization Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Depositor and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Seller to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $[ ], a maximum of $[ ] will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $[ ] will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Depositor. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Depositor, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Depositor, and the Depositor shall have provided the Trustee Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Depositor and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Depositor, who shall have delivered to the Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Depositor’s Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Seller nor the Depositor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC and (ii) is not a prohibited transaction within the meaning of Section 860F(a)(2) of the Code or a contribution resulting in a material adverse tax consequence to under Section 860G(d) of the Trust Fund or Code, both as evidenced by an Opinion of Counsel provided for the CertificateholdersTrustee at the expense of the Seller;
(v) the Pre-Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage Loans.
(c) Closing Date. The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) no less than approximately [ ]% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $[ ]; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___[ ]%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ monthsno later than [ ]; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a Mortgage Rate less than ____% or greater than ___of at least [ ]%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of [ ]% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______[ ]%; (ivxii) have no less than [ ]% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____[ ]% or (B) have a Loan-to-Value Ratio of greater than [ ]% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to [55%, 50% or 51%] of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least [ ]%; (exiv) pursuant to the Underwriting Guidelines, no fewer than [ ]% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be ALT-A and M1 credit risks, no more than [ ]% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M2 credit risks, and no more than [ ]% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M3 and M4 credit risks; (xv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 620; (xvi) at least [ ]% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvii) no more than [ ]% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than [ ]% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xviii) at least [ ]% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xix) no more than [ ]% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xx) the ratings agencies shall have consented either in writing or verbally to the transfer of the Subsequent Mortgage Loans; and (xxi) at least [ ]% of the Subsequent Mortgage Loans shall have prepayment penalties. The acceptance of the Subsequent Mortgage Loans by the Trustee is subject to the Seller receiving a written or verbal consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Offered Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Trustee and included in the Trust Fund, if (i) the inclusion Trustee is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Initial Mortgage Loans and (ii) the Seller receives and provides to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class of the Offered Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs .
(c) Within five Business Days after the end of the Pre-Funding Period, the Seller shall deliver to the Rating Agencies, the Trustee and (d) abovethe Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (NovaStar Certificates Financing CORP), Mortgage Loan Purchase Agreement (NovaStar Certificates Financing LLC)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee (or the Custodian on behalf of the Trustee) for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee (or the Custodian on behalf of the Trustee) for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Master Servicer and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Master Servicer and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IM, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee Trustee, the Master Servicer and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters and the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans;
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans; and
(x) a nationally recognized firm of independent certified public accountants shall have verified that the Subsequent Mortgage Loans and each Loan Group comply with the criteria set forth in (c), (d), (e) and (f) below.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 171 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio or Combined Loan-to-Value Ratio greater than ___100.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.200% or greater than ___12.900%; (vii) the Subsequent Mortgage Loan will must have been serviced by the Master Servicer since origination a first payment date occurring on or purchased by the Depositorbefore April 1, 2005; (viii) the Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ Stated Principal Balance no greater than $750,000 and (ix) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months358 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.293% and not more than _____7.393%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______82.95%; , (iv) have no Mortgage Loan with a principal balance Stated Principal Balance in excess of $_______ Fannie Mae and Freddie Mac xxxx xixxxs, (v) xxxxxst of Mortgage Loans with Prepayment Charges representing no less than approximately 69.57% of the Group I Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less than _____5.870%, (vii) have a weighted average FICO score of not less than 611 and (viii) will have no more than 12.12% of the Group I Mortgage Loans with a FICO score of less than 540, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable, by aggregate principal balance .
(e) Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 357 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.299% and not more than 7.399%; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.31%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Fannie Mae and Freddie Mac xxxx xixxxs, (v) xxxxxst of Mortgage Loans with Prepayment Charges representing no less than approximately 75.32% of the Group II Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than 5.902%, (vii) have a weighted average FICO score of not less than 605 and (viii) will have no more than 16.00% of the Group II Mortgage Loans with a FICO score of less than 540, in each case, measured by aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable.
(ef) Following the purchase of the Subsequent Group III Mortgage Loans, the Group III Mortgage Loans (including the related Subsequent Group III Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 359 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.228% and not more than 7.328%; (iii) have a weighted average Loan-to-Value Ratio of not more than 83.39%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of $750,000, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 71.13% of the Group III Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group III, have a weighted average Gross Margin of not less than 5.908%, (vii) have a weighted average FICO score of not less than 611 and (viii) will have no more than 13.69% of the Group III Mortgage Loans with a FICO score of less than 540, in each case, measured by aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable.]
(g) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Depositor shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.. 100
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-Whq2), Pooling and Servicing Agreement (Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-Whq2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the related Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Group I Pre-Funding Account and/or the Group II Pre-Funding Account, as the Depositor shall case may be, the Seller shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (but subject to the other terms and provisions of this Agreement Agreement) all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee on behalf of the Trust for deposit in the Mortgage Pool Group I mortgage pool and/or the Group II mortgage pool, as the case may be, by the Depositor Seller of the Subsequent Mortgage Loans identified on the such Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Trustee, the Depositor, the Master Servicer, the Trustee Securities Administrator and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account and/or the Group II Pre-Funding Account, as the case may be, shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the related Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee on behalf of the Trust for deposit in the Mortgage Pool Group I mortgage pool and/or the Group II mortgage pool, as the case may be, the related Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Group I Pre-Funding Account and/or the Group II Pre-Funding Account, as the case may be, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the related Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Depositor shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three (3) Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of attached hereto as Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer transfer, nor shall it be aware of any pending insolvencyinsolvency with respect to it;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed believes to be adverse to the interests of the Certificateholders;; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the such Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the related Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the related Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) The Depositor will deliver certain Opinions of Counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans;
(iv) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date providedDate;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each Subsequent Mortgage Loan must be a One-Month LIBOR or Six-Month LIBOR adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after March 1, however that approximately ___% 2005;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than February 1, 2035;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 620;
(7) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-Off Date ranging from approximately 1.000% per annum to approximately 4.250% per annum;
(8) Such Subsequent Mortgage Loans, by aggregate principal balance Loan will have a Maximum Lifetime Mortgage Rate as of the related Subsequent Cut-Off Date greater than 8.375%; and
(9) Such Subsequent Mortgage Loan shall have been underwritten in accordance with underwriting guidelines as set forth in the Prospectus Supplement.
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin ranging from 1.900% to 2.100% per annum;
(ii) Have a weighted average credit score greater than 718;
(iii) Have no less than sixty days delinquent in their monthly payments as 91.91% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 61.23% of the related Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 30.84% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent CutLoans be cash-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; out refinance;
(iivi) the stated term to maturity Have all of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; 80% be covered by a Primary Mortgage Insurance Policy;
(vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, Have a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Maximum Lifetime Mortgage Rate less than ____% or greater than ___or equal to 11.966%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; and
(viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Be acceptable to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveAgencies.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar8), Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar8)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's Issuing Entity’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Depositor, shall on any Subsequent Transfer Date then sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Issuing Entity, but subject to the other terms and provisions of this Agreement Sale and Servicing Agreement, all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor to the Issuing Entity, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorIssuing Entity, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundIssuing Entity. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Issuing Entity as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Sale and Servicing Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee holds the Subsequent Mortgage Loans as designee of the Issuing Entity. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Issuing Entity and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days Indenture Trustee, prior to the related Subsequent Transfer Date. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.10. The Indenture Trustee, as indenture trustee of the Trust Estate, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Estate pursuant to the terms of this Sale and Servicing Agreement. The purchase price paid by the Trustee Indenture Trustee, at the direction of the Servicer and on behalf of the Indenture Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Issuing Entity, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.10(a) above, and the Indenture Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Indenture Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Issuing Entity and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Indenture Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee Indenture Trustee, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit M, which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.10(b), Section 2.10(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Depositor’s Subsequent Transfer Instrument, substantially in Instrument is the form of Exhibit IM, neither the Sponsor nor the Depositor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(viiv) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Indenture Trustee, the satisfaction of Issuing Entity, the conditions precedent specified in this Section 2.11 and, pursuant to Sponsor and the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Trustee Rating Agencies, the Indenture Trustee, the Issuing Entity and the Rating Agencies Sponsor with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee Indenture Trustee, the Issuing Entity, the Sponsor and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage LoansClosing Date.
(c) The obligation of the Trust Fund Issuing Entity to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Sale and Servicing Agreement; (2) the Depositor shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Noteholders; (3) the Depositor shall have delivered certain Opinions of Counsel required pursuant to Section 2.10(v) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% Mortgage Loans shall satisfy the following criteria: (i) none of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may Loans shall be sixty days or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) all of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by either a first lien or second lien on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___100%; (vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no each Subsequent Mortgage Loan shall have a Mortgage Rate less stated maturity of no later than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the DepositorOctober 2036; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and remaining stated term to maturity of the any subsequent mortgage loan will not exceed 360 months; (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase acquisition of the any Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have will not result in a weighted average original term to stated maturity current Mortgage Rate of not more than ___ monthsat least 7.780% per annum; (iix) have the acquisition of any Subsequent Mortgage Loans will not result in a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Original Loan-to-Value Ratio of not more than ______79.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (vxi) have the acquisition of any Subsequent Mortgage Loans will not result in a weighted average Gross Margin Credit Score of not less than _____%, in each case, as applicable, by aggregate principal balance 625. The acceptance of the Subsequent Mortgage Loans as by the Issuing Entity is subject to the Depositor receiving a written or verbal consent from each of the related Rating Agencies that states that the addition of such Subsequent Cut-off Date.
(e) Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Offered Notes. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Issuing Entity and included in the Trust Estate, if (i) the inclusion Issuing Entity is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Closing Date Mortgage Loans and (ii) the Depositor receives and provides to the Issuing Entity a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class the Offered Notes.
(d) Within five Business Days after the end of Certificates. At least one Business Day prior the Pre-Funding Period, the Depositor shall deliver to the related Subsequent Transfer DateRating Agencies, each Rating Agency shall notify the Indenture Trustee, the Master Servicer Issuing Entity and the Depositor as to which Sponsor a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans, if any, shall not be included Loans in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveelectronic format.
Appears in 2 contracts
Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2006-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be 57 insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 180 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___100.00%; (v) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no such Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination originated or purchased by the Depositor; (vii) such Subsequent Mortgage Loan must have a first payment date occurring on or before October 2000; (viii) the Subsequent Mortgage Loan must will have a first Monthly Payment due on or before ________________ and Gross Margin not less than 2.000%; (ix) the Subsequent Mortgage Loan will be have a Maximum Mortgage Rate not less than 12.000%; (x) the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 6.000%; and (xi) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.. 58
(d) Following In addition, following the purchase of the any Subsequent Mortgage Loans Loan by the Trust FundTrust, the Mortgage Loans (including the such Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____10.000% and not more than _____10.500%; (iii) have a weighted average Loanloan-to-Value Ratio value ratio of not more than ______78.00%; and (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) 1,000,000. In addition, the Mortgage Loans will as of the Subsequent Cut-off Date have a weighted average Gross Margin of not less than _____%, in each case, as applicable, 5.500% by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3), Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IJ, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that and the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 174 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 2 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.40% or greater than ___12.45%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and July 1, 2003; (ix) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus SupplementSupplement and (x) the Subsequent Mortgage Loans shall be fixed rate mortgage loans.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust FundLoans, the Mortgage Loans (including the related Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.60% and not more than _____7.75%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______81.93%; , (iv) consist of Mortgage Loans covered by the PMI Policy representing no less than approximately 76.85% of the Mortgage Loans, (v) have no Mortgage Loan with a principal balance Principal Balance in excess of $_______ 706,653 and (vvi) have a weighted average Gross Margin consist of not Mortgage Loans with Prepayment Charges representing no less than _____%approximately 77.15% of the Mortgage Loans, in each case, as applicable, measured by aggregate principal balance Principal Balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset Back Pas THR Certs Ser 2003 5), Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset Back Pas THR Certs Ser 2003 5)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters and the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 170 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___100.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____6.000% or greater than ___12.750%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased purchase by the DepositorOriginator in accordance with its standard servicing practices; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and May 1, 2006; (ix) the Subsequent Mortgage Loan will be shall have a Stated Principal Balance no greater than $959,259 and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "“The Mortgage Pool--Originator—Underwriting Standards; Representations" Standards of the Originator” in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____8.393% and not more than _____8.493%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______82.45%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Xxxxxxx Mac loan limits, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 62.64% of the Group I Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less than 5.998%, (vii) have a weighted average FICO score of not less than 612, (viii) will have no more than 12.19% of the Group I Mortgage Loans with a FICO score of less than 540, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 8.269% and not more than 8.369%; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.45%; (iv) have no Mortgage Loan with a principal balance Stated Principal Balance in excess of $_______ and 959,259; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 70.06% of the Group II Mortgage Loans; (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____5.998%, (vii) have a weighted average FICO score of not less than 625, (viii) will have no more than 7.49% of the Group II Mortgage Loans with a FICO score of less than 540, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of CertificatesCertificates or the Notes issued pursuant to the Indenture (without regard to any policy issued by the NIMs Insurer). At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Argent Securities Inc. Series 2006-W3 Trust), Pooling and Servicing Agreement (Argent Securities Inc. Series 2006-W3 Trust)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment Agreements with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(viiiii) the The Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the will not select such Subsequent Mortgage Loans conform in a manner that it believes to be adverse to the characteristics set forth in paragraphs (c) and (d) below; andinterests of the Certificateholders;
(ixiii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies are provided with respect an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans, to be delivered as provided pursuant to this Section 2.07;
(iv) the Rating Agencies and the Trustee are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, confirming that the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee conveyed on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any such Subsequent Transfer Date is subject a true sale, to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect be delivered as provided pursuant to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.this Section 2.07;
(d) Following The Trustee shall be entitled to rely upon the purchase of the Subsequent Mortgage Loans confirmation made by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Depositor pursuant to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer Instrument and the Depositor as Opinions of Counsel delivered pursuant to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs clauses (cc)(iii) and (div) aboveabove in determining that the condition precedents are met for the release of funds from the Pre-Funding Account.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He9), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He9)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee's delivery , on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust Fund by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days Custodian, on behalf of the Trustee, as soon as reasonably possible prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust Fund, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Securities Administrator, on behalf of the Trustee, shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee Trustee, with a copy to the Securities Administrator, a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee Trustee, the Securities Administrator and the Master Servicer at least two Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment Agreements with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the related Subsequent Transfer Instrument, substantially in the form of each attached hereto as Exhibit IM-1 and Exhibit M-2, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;; and
(vii) the Depositor shall have delivered to the Trustee and the Securities Administrator a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(viiiii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) the Depositor shall have delivered to Trustee, the Trustee a letter from Securities Administrator and the Rating Agencies are provided with an Independent accountant (with copies provided to each Rating Agency) Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the characteristics Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans conform Loans, to the characteristics set forth in paragraphs (c) and (d) below; andbe delivered as provided pursuant to this Section 2.07;
(ixiv) the Depositor shall have delivered to Rating Agencies and the Trustee are provided with an Opinion of Counsel addressed to or Opinions of Counsel, at the Trustee and expense of the Rating Agencies with respect to Depositor, confirming that the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee conveyed on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any such Subsequent Transfer Date is subject a true sale, to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect be delivered as provided pursuant to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.this Section 2.07;
(d) Following The Trustee and the purchase of Securities Administrator shall be entitled to rely upon the Subsequent Mortgage Loans confirmation made by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Depositor pursuant to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer Instrument and the Depositor as Opinions of Counsel delivered pursuant to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs clauses (cc)(iii) and (div) aboveabove in determining that the condition precedents are met for the release of funds from the Pre-Funding Account.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrilll Lynch Mortgage Investors Trust, Series 2005-A10), Pooling and Servicing Agreement (Merrilll Lynch Mortgage Investors Trust, Series 2005-A10)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the related Subsequent Transfer Dates Date to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall Seller shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (but subject to the other terms and provisions of this Agreement Agreement) all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the such Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Trustee, the Depositor, the Master Servicer, the Trustee Securities Administrator and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the related Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool mortgage pool the related Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the related Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three (3) Business Days prior to the related Subsequent Transfer Date;
(ii) the Seller shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of attached hereto as Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer transfer, nor shall it be aware of any pending insolvencyinsolvency with respect to it;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed believes to be adverse to the interests of the Certificateholders;; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the such Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the related Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the related Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) The Depositor will deliver certain Opinions of Counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans;
(iv) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date providedDate;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each Subsequent Mortgage Loan must be a One-Month LIBOR or Six-Month LIBOR adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after December 1, however that approximately ___% 2004;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than November 1, 2034;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 620;
(7) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-Off Date ranging from approximately 1.125% per annum to approximately 2.500% per annum;
(8) Such Subsequent Mortgage Loans, by aggregate principal balance Loan will have a Gross Lifecap as of the related Subsequent Cut-Off Date greater than 12.000%; and
(9) Such Subsequent Mortgage Loan shall have been underwritten in accordance with the Countrywide Underwriting Guidelines (as such term is defined in the Prospectus Supplement).
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin ranging from 1.125% per annum to 4.000% per annum;
(ii) Have a weighted average credit score greater than 722;
(iii) Have no less than sixty days delinquent in their monthly payments as 92.83% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 89.30% of the related Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 29.55% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent CutLoans be cash-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; out refinance;
(iivi) the stated term to maturity Have all of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; (v) the Subsequent 80% be covered by a Primary Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; Insurance Policy;
(vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have Have a weighted average Gross Margin of not less Lifecap greater than _____or equal to 3.800%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.; and
(eviii) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Be acceptable to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveAgencies.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar7)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the Subsequent Transfer Dates Dates, to or upon the written order of the Depositor of of, all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Estate but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.03 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundEstate. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Indenture Trustee or the Custodian at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Mortgage Pool mortgage pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Indenture Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IH, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund Estate or the CertificateholdersBondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the CertificateholdersBondholders;
(vii) the Depositor shall have delivered to the Indenture Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.05 and, pursuant to the Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Certificateholders Bondholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;; and
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund Estate to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 170 months and will not exceed ___ 360 months; (iii) each Subsequent Mortgage Loan must be an adjustable rate mortgage loan with a first lien or a fixed- rate loan with a second lien; (iv) if the Subsequent Mortgage Loan may not provide for negative amortizationhas a loan-to-value ratio greater than 80.00%, it is covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ivv) the no Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%first payment date occurring before January 1, 2001 or after February 1, 2002; (vvi) the latest maturity date of any Subsequent Mortgage Loan will be no later than January, 2032; (vii) none of the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ monthsbe buydown loans; (viviii) no Subsequent Mortgage Loan shall will have a Mortgage Rate credit score of less than ____% or greater than ___%600; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be have a Mortgage Rate ranging from aproximately 3.625% per annum to approximately 17.00% per annum; and (x) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following In addition, following the purchase of any Subsequent Mortgage Loan by the Trust, the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not no more than ___ months0.90% of the Subsequent Mortgage Loans be balloon loans; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____approximately 7.165%; (iii) have a weighted average Loan-to-Value Ratio will consist of not more Mortgage Loans with Prepayment Charges representing no less than ______%approximately 58.28% of the Pool Balance; (iv) have no more than approximately 1% of the Subsequent Mortgage Loan with a principal balance Loans (by aggregate Stated Principal Balance as of the Subsequent Cut- off Date) be secured by Mortgaged Properties located in excess of $_______ and any one zip code; (v) have a weighted average Gross Margin credit score of approximately 681; (vii) not have more than 71% of such Mortgage Loans concentrated in the states of California; (viii) no less than _____%, in each case, as applicable, by aggregate principal balance 92.06% of the Mortgaged Properties be owner occupied; (ix) no less than 68.16% of the Mortgaged Properties be single family detached; and (x) no more than 22.36% of the Mortgage Loans as of the related Subsequent Cut-off Datebe cashout refinance.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Indenture Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Indenture (Imh Assets Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (ix) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (viv) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____5.00% per annum or greater than ___%14.00% per annum; (vi) such Subsequent Mortgage Loan must have a first payment date occurring on or before June 1, 2003; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 1.00% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.00% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.00% per annum, (x) the Subsequent Mortgage Loan will may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination origination, the date of purchase or purchased by the Depositor; date of acquisition of the servicing and (viiixii) the such Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____7.74% per annum and not more than _____%7.82% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ Principal Balance which does not conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines; (v) have a weighted average Gross Margin will consist of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of covered by the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.PMI Policy representing no less than
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Accep Corp Ast Back Certs Ser 2003-3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool mortgage pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iiiii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IK, the Depositor Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iviii) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(viv) the Pre-Funding Period shall not have terminated;
(viv) the Depositor Seller shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;; and
(viivi) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the DepositorSeller, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Inc Mort Pass THR Cert 2002-Ar3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery remittance on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) including all interest and principal due and interest accruing received on or with respect to the Subsequent Mortgage Loans after so assigned and the related Subsequent Cut-off Date Depositor shall deliver to, and (iii) deposit with, the Trustee all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files2.01; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or to the Custodian at least three Business Days prior to (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from for the Pre-Funding Account Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Paying Agent from the Pre-Funding Account and paid to the Depositor. Thereafter, the portion of the Pre-Funding Amount allocable to either Loan Group will equal the Original Pre-Funded Amount allocable to such Loan Group reduced by the purchase price paid for fixed rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group I) or the purchase price paid for adjustable rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group II). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Paying Agent, the Master Servicer and the Subservicer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee (with a copy to the Paying Agent) a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Depositor shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee Paying Agent, the Trustee, the Master Servicer and the Subservicer at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(viiv) the Depositor shall have delivered to the Trustee (with a copy to the Paying Agent) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viiivi) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency), which the Trustee may rely on, including for purposes of paragraph (c) and (d) stating that the characteristics of the Subsequent Mortgage Loans substantially conform to the characteristics set forth in paragraphs (c) and (d) below; andbelow and that such Subsequent Mortgage Loans were not selected in a manner that the Depositor believes to be adverse to Certificateholders;
(ixvii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(viii) the Trustee shall have delivered to the Depositor an Opinion of Counsel addressed to the Depositor and the Rating Agencies with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___(except with respect to not more than 1.5% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, which may be thirty days 30 or more days delinquent but less than sixty 60 days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date); (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.0%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ December 1, 2000; and (ixvii) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Chase Manhattan Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of Date not more than ___ months; (ii) have a weighted average be materially inconsistent with the Initial Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off DateLoans.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Funding Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the Subsequent Transfer Dates Dates, to or upon the written order of the Depositor Depositor, of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Estate, but subject to the other terms and provisions of this Agreement Agreement, all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Subsequent Mortgage Loans Loans) and all collections in respect of interest and principal due after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.03 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Mortgage Pool Trust Estate by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundEstate. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Indenture Trustee or the Custodian at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Mortgage Pool Trust Estate the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Indenture Trustee, the Bond Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, Loans and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IH, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund Estate or the CertificateholdersBondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the CertificateholdersBond Insurer or the Bondholders;
(vii) the Depositor shall have delivered to the Indenture Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.05 and, pursuant to the Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Certificateholders Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;; and
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Trustee Indenture Trustee, the Bond Insurer and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund Estate to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 3 months and will not exceed ___ 360 months; (iii) the each Subsequent Mortgage Loan may not provide for negative amortizationmust be an adjustable rate mortgage loan with a first lien on the related Mortgaged Property; (iv) the no Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%first payment date occurring after July 1, 2002; (v) the latest maturity date of any Subsequent Mortgage Loan will be no later than June 1, 2032; (vi) none of the Subsequent Mortgage Loans will be buydown loans or balloon loans; (vii) such Subsequent Mortgage Loan will have a credit score of not less than 500; (viii) such Subsequent Mortgage Loan will have a Mortgage Rate as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ monthsDate ranging from approximately 2.75% per annum to approximately 11.50% per annum; and (viix) no such Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following In addition, following the purchase of any Subsequent Mortgage Loan by the Trust, the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term Mortgage Rate ranging from 6.25% to stated maturity of not more than ___ months6.75% per annum; (ii) have a weighted average consist of Mortgage Rate of not Loans with Prepayment Charges representing no less than _____approximately 70.00% and not more than _____%of the Pool Balance; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%credit score ranging from 670to 690; (iv) have no more than 68.00% of such Mortgage Loan with a principal balance Loans concentrated in excess the state of $_______ and California; (v) have a weighted average Gross Margin of not no less than _____%, in each case, as applicable, by aggregate principal balance 90.00% of the Mortgaged Properties be owner occupied; (vi) have no less than 82.00% of the Mortgaged Properties be single family detached or de minimis planned unit developments; (vii) have no more than 35.00% of the Mortgage Loans be cash-out refinance; (viii) have no more than 0.30% of the Subsequent Mortgage Loans with a loan-to-value ratio greater than 80.00% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; and (ix) together with the Mortgage Loans already included in the Trust, have no more than 0.80% of such Mortgage Loans (by aggregate Stated Principal Balance as of the related Subsequent Cut-off Date) be secured by Mortgaged Properties located in any one zip code.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any the Class A Bonds without regard to the Bond Insurance Policy or the Class B Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of Certificatesthe Bond Insurer and the Rating Agencies so long as there are compensating factors. At least one (1) Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Indenture Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; providedPROVIDED, howeverHOWEVER, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above. The final characteristics of the Mortgage Loans will be reflected in a Form 8-K which will be filed within 15 days of the end of the Funding Period.
Appears in 1 contract
Samples: Indenture (Imh Assets Corp)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount with respect to the related Sub-Pool, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Trustee but subject to the subordination described above in Section 2.01(b) above and the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Instrument, delivered by the Depositor on such Subsequent Transfer Date, excepting the Depositor's Yield, (ii) principal due received and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 above and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal (including Prepayments, Curtailments and Excess Payments) received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor)transferred. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph Section 2.10 (a) above, and the Trustee shall release funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) except with respect to the first conveyance of Subsequent Mortgage Loans to the Trustee, the Depositor shall have provided the Trustee and the Certificate Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee or the Certificate Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule Schedule, listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered made insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse delivered to the interests Trustee an Officer's Certificate, substantially in the form of Exhibit V, confirming the Certificateholderssatisfaction of each condition precedent and representations specified in this Section 2.10(b), and Section 2.10(c) with respect to Sub-Pool 1, and Section 2.10(d) with respect to Sub-Pool 2 below in the related Subsequent Transfer Instrument;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming and the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Certificate Insurer Opinions of Counsel addressed to the Trustee Certificate Insurer, Xxxxx'x, S&P and the Rating Agencies Trustee with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Closing Date regarding certain bankruptcy and corporate matters; and
(viii) the true sale Trustee shall have delivered to the Certificate Insurer and the Depositor an Opinion of Counsel addressed to the Depositor, Xxxxx'x, S&P and the Certificate Insurer with respect to the Subsequent Transfer Instrument substantially in the form of the Subsequent Mortgage LoansOpinion of Counsel delivered to the Certificate Insurer and the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee.
(c) The obligation Any conveyance of the Trust Fund to purchase a Sub-Pool 1 Subsequent Mortgage Loan Loans on any a Sub-Pool 1 Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties of the Depositor: (i) each Sub-Pool 1 Subsequent Mortgage Loan must satisfy the representations and warranties specified in the Sub-Pool 1 Subsequent Transfer Instrument and this Agreement; (ii) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the Certificateholders; (iii) the Depositor will deliver certain opinions of counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loan determined Loans; (iv) as of the respective Subsequent Cut-off Date, the Sub-Pool 1 Subsequent Mortgage Loans will satisfy the following criteria: (iA) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (iiB) the stated original term to maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iiiC) the such Subsequent Mortgage Loan may not provide for negative amortization; (D) such Subsequent Mortgage Loan will have a Mortgage Rate not less than 8.90%; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Depositor--Underwriting Criteria--Sub-Pool 1" in the Prospectus; (F) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Depositor; (G) such Subsequent Mortgage Loan will not have a Combined Loan-to-Value Ratio greater than 90%; and (H) such Subsequent Mortgage Loans will have (1) as of the end of the Sub-Pool 1 Funding Period, a weighted average number of months since origination of not over 4 months and (2) not over 20% by aggregate principal balance with a first payment date in April 1997. In addition, following the purchase of any Sub-Pool 1 Subsequent Mortgage Loan by the Trust Fund, the Sub-Pool 1 Mortgage Loans (including the Sub-Pool 1 Subsequent Mortgage Loans) as of the end of the Sub-Pool 1 Funding Period will: (i) have a weighted average Mortgage Rate of at least 11.15%; (ii) have a weighted average remaining term to stated maturity of not more than 270 months and not less than 180 months; (iii) have a weighted average Combined Loan-to-Value Ratio of not more than 81%; (iv) have not in excess of 57% by aggregate principal balance of Sub-Pool 1 Mortgage Loans that are Balloon Mortgage Loans; (v) have no Sub-Pool 1 Mortgage Loan with a principal balance in excess of $850,000; (vi) not have in excess of 15% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by non-owner occupied Mortgaged Properties; (vii) not have a concentration of Mortgaged Properties in a single zip code in excess of 4% by aggregate principal balance of Sub-Pool 1 Mortgage Loans; (viii) not have in excess of 5% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by Mortgaged Properties that are condominiums; (ix) have at least 71% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties (including units in de minimis PUDs) and (x) not have in excess of 10% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by Multifamily Properties and Mixed Use Properties. In the sole discretion of the Certificate Insurer, Sub-Pool 1 Subsequent Mortgage Loans with characteristics varying from those set forth in this paragraph may be purchased by the Trust Fund; provided, however, that the addition of such Mortgage Loans will not materially affect the aggregate characteristics of Sub-Pool 1.
(d) Any conveyance of Sub-Pool 2 Subsequent Mortgage Loans on a Sub-Pool 2 Subsequent Transfer Date is subject to the following representations and warranties of the Depositor: (i) each Subsequent Mortgage Loan must satisfy the representations and warranties specified in the Sub-Pool 2 Subsequent Transfer Instrument and this Agreement; (ii) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the Certificateholders; (iii) the Depositor will deliver certain opinions of counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans; (iv) as of the respective Subsequent Cut-off Date the Sub-Pool 2 Subsequent Mortgage Loans will satisfy the following criteria: (A) such Sub-Pool 2 Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Sub-Pool 2 Subsequent Cut-off Date; (B) the original term to maturity of such Sub-Pool 2 Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may not provide for negative amortization; (D) such Subsequent Mortgage Loan will have a Gross Margin not less than 3.75%; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Depositor--Underwriting Criteria--Sub-Pool 2" in the Prospectus; (F) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Depositor; (G) such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___90%; and (vH) the such Subsequent Mortgage Loans will have (1) as of the Subsequent Cutend of the Sub-off DatePool 2 Funding Period, a weighted average term number of months since origination of not over 4 months and (2) not over 20% by aggregate principal balance with a first payment date in excess April 1997. In addition, following the purchase of ___ months; (vi) no any Sub-Pool 2 Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Sub-Pool 2 Mortgage Loans (including the Sub-Pool 2 Subsequent Mortgage Loans) will, as of the Subsequent Cutend of the Sub-off DatePool 2 Funding Period will: (i) have a weighted average original Gross Margin of at least 5.60% and a weighted average coupon of at least 9.50%; (ii) have a weighted average remaining term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of 359 months and not less than _____% and not more than _____%357 months; (iii) have a weighted average Loan-to-Value Ratio of not more than ______82%; (iv) have no Sub-Pool 2 Mortgage Loan with a principal balance in excess of $_______ and 850,000; (v) not have a weighted average Gross Margin in excess of not less than _____%, in each case, as applicable, 10% by aggregate principal balance of the Sub-Pool 2 Mortgage Loans as secured by non-owner occupied Mortgaged Properties; (vi) not have a concentration of Mortgaged Properties in a single zip code in excess of 5% by aggregate principal balance of Sub-Pool 2 Mortgage Loans; (vii) not have in excess of 5% by aggregate principal balance of Sub-Pool 2 Mortgage Loans secured by Mortgaged Properties that are condominiums; (viii) have at least 75% by aggregate principal balance of Sub-Pool 2 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties (including units in de minimis PUDs) and (ix) will not be secured by Multifamily Properties or Mixed Use Properties. In the sole discretion of the related Subsequent CutCertificate Insurer, Sub-off Date.
(e) Notwithstanding the foregoing, any Pool 2 Subsequent Mortgage Loan Loans with characteristics varying from those set forth in this paragraph may be rejected purchased by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateTrust Fund; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to addition of such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing Sub-Pool 2 Mortgage Loans will not materially affect the aggregate characteristics specified in paragraphs (c) and (d) aboveof Sub-Pool 2.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Superior Bank FSB)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Tr Asset Backed Cert Ser 2002-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date Date; provided, however that approximately ___100% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days have a first payment date occurring on or more but less than sixty days delinquent in their monthly payments as of after the related Subsequent Cut-off Date and approximately ___% of the and, therefore, such Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days Loans could not have been delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 180 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___90%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 15 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____8.000% or greater than ___15.750%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ August 1, 2000 and (ix) the Subsequent Mortgage Loan will shall have been be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____10.331% and not more than _____10.650%, by aggregate principal balance of the Mortgage Loans; (iii) have a weighted average Loan-to-Value Ratio of not more than ______74.839%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 690,000 and (v) have a weighted average Gross Margin of not less than _____6.590%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either each Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Floating Rate Mort Pass Through Cert Series 2000-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMs Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMs Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ix) the Depositor shall have delivered to the Trustee and the NIMs Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMs Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___100.00%; (v) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____6.000% per annum or greater than ___%16.000% per annum; (vii) the such Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the Depositordate of purchase; (viii) the such Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and July 1, 2001; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will be have a Gross Margin not less than 2.000% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 12.000% per annum; (xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 6.000% per annum and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following In addition, following the purchase of the any Subsequent Mortgage Loans Loan by the Trust FundTrust, the Mortgage Loans (including the such Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____9.350% per annum and not more than _____%9.750% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______79.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,000,000; (v) have a weighted average Gross Margin will consist of not Mortgage Loans covered by the PMI Policy representing no less than _____%, in each case, as applicable, 70.00% of the Pool Balance; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than approximately 78.00% of the Pool Balance and (vi) have no more than 9.60% of Fixed Rate Mortgage Loans by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date. In addition, the Adjustable Rate Mortgage Loans will as of the Subsequent Cut-off Date have a weighted average Gross Margin not less than 4.75% by aggregate principal balance of the Adjustable Rate Mortgage Loans as of the Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by (i) the NIMs Insurer or (ii) either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Certificates Series 2001-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account, the Group II Pre-Funding Account, the Group III Pre-Funding Account or the Group IV Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account, the Group II Pre-Funding Account, the Group III Pre-Funding Account or the Group IV Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that and the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 173 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 2 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.05% or greater than ___13.95%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ September 1, 2003 and (ix) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____8.43% and not more than _____8.58%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______79.53%, (iv) have no Mortgage Loan with a Principal Balance in excess of Freddie Mac loan limits, (x) xonsist of Mortgage Loans with Prepayment Charges representing no less than approximately 79.03% of the Group I Mortgage Loans and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than 5.94%, in each case, measured by aggregate Principal Balance of the Group I Mortgage Loans as of the related Cut-off Date. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 8.31% and not more than 8.46%; (iii) have a weighted average Loan-to-Value Ratio of not more than 78.91%; (iv) have no Mortgage Loan with a principal balance Principal Balance in excess of $_______ Fannie Mae loan limits; (x) xoxxxst of Mortgage Loans with Prepayment Charges representing no less than approximately 78.55% of the Group II Mortgage Loans; and (vvi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____5.90%, in each case, as applicable, measured by aggregate principal balance Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date. Following the purchase of the Subsequent Group III Mortgage Loans, the Group III Mortgage Loans (including the related Subsequent Group III Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 8.20% and not more than 8.35%; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.08%; (iv) [reserved]; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 67.26% of the Group III Mortgage Loans; and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group III, have a weighted average Gross Margin of not less than 5.74%, in each case, measured by aggregate Principal Balance of the Group III Mortgage Loans as of the related Cut-off Date. Following the purchase of the Subsequent Group IV Mortgage Loans, the Group IV Mortgage Loans (including the related Subsequent Group IV Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.33% and not more than 7.48%; (iii) have a weighted average Loan-to-Value Ratio of not more than 79.12%; (iv) [reserved]; and (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 75.56% of the Group IV Mortgage Loans, in each case, measured by aggregate Principal Balance of the Group IV Mortgage Loans as of the related Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc Series 2003-6)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters and the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 173 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.20% or greater than ___12.70%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ April 2004 and (ix) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.35% and not more than _____7.50%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______84.08%, (iv) have no Mortgage Loan with a Principal Balance in excess of $465,272, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 71.75% of the Group I Mortgage Loans and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than 6.36%, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.30% and not more than 7.45%; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.84%; (iv) have no Mortgage Loan with a principal balance Principal Balance in excess of $_______ and 708,546; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 78.85% of the Group II Mortgage Loans; and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____6.37%, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Argent Securities Inc Asset Backed Pass THR Cert Ser 2003-W8)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ixviii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 180 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (viv) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____5.750% per annum or greater than ___%11.250% per annum; (viivi) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the such Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and February 1, 2003; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 1.250% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 10.000% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.500% per annum, (x) the Subsequent Mortgage Loan will be may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Servicer since origination or the date of purchase and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage PoolFirst Franklin Financial Corporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____7.000% per annum and not more than _____%7.509% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______84.00%; (iv) have no Mortgage Loan with a Principal Balance which does not conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 95.00% by aggregate Principal Balance of the Group I Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 85.00% by aggregate Principal Balance of the Group I Mortgage Loans; and (vi) have no more than 14.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 4.500% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 6.500% per annum and not more than 7.000% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,000,000; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 94.00% by aggregate Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 80.00% by aggregate Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 13.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance 4.350% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, Seller shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Secs Corp First Franklin Mort Ln Tr 2002-Ff4)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters and the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 174 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.20% or greater than ___13.20%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and July 1, 2004; (ix) the Subsequent Mortgage Loan will be have a Principal Balance no greater than $657,708 and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months358 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.06% and not more than _____7.46%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______84.89%, (iv) have no Mortgage Loan with a Principal Balance in excess of Freddie Mac loan limits, (v) consist xx Xxxtgage Loans with Prepayment Charges representing no less than approximately 79.56% of the Group I Mortgage Loans and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than 5.43%, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 358 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 6.96% and not more than 7.06%; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.77%; (iv) have no Mortgage Loan with a principal balance Principal Balance in excess of $_______ and Fannie Mae loan limits; (v) consist xx Xxxtxxxe Loans with Prepayment Charges representing no less than approximately 79.02% of the Group II Mortgage Loans; and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____5.66%, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's Issuing Entity’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Issuing Entity, but subject to the other terms and provisions of this Agreement Sale and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; provided, however, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorIssuing Entity, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundIssuing Entity. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $103,266,768, a maximum of $81,300,606 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $22,566,161 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’s obligations hereunder, and this Sale and Servicing Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Issuing Entity for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Depositor. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Issuing Entity as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Sale and Servicing Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Indenture Trustee for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Indenture Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Indenture Trustee, prior to the related Subsequent Transfer Date. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.09. The Indenture Trustee, as trustee of the Trust Estate, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Estate pursuant to the terms of this Sale and Servicing Agreement. The purchase price paid by the Trustee Indenture Trustee, at the direction of the Servicer and on behalf of the Indenture Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Sponsor shall transfer to the Trustee for deposit in Depositor, who shall transfer to the Mortgage Pool Indenture Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.09(a) above, and the Indenture Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Sponsor shall have provided the Depositor, and the Depositor shall have provided the Indenture Trustee and the Custodian, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Depositor and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Sponsor shall have delivered to the Trustee Depositor, who shall have delivered to the Indenture Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit N-1 or N-2, which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.09(b), Section 2.09(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Sponsor’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit IN-1 and the Depositor’s Subsequent Transfer Instrument is the form of Exhibit N-2, neither the Sponsor nor the Depositor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;; and
(viv) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Sponsor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Indenture Trustee, the conditions precedent specified in this Section 2.11 andIssuing Entity, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to and the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Trustee Rating Agencies, the Indenture Trustee, the Issuing Entity, the Depositor and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee Custodian, the Indenture Trustee, the Issuing Entity, the Depositor and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage LoansClosing Date.
(c) The obligation of the Trust Fund Issuing Entity to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Sale and Servicing Agreement; (2) the Sponsor shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Noteholders; (3) the Sponsor shall have delivered certain Opinions of Counsel required pursuant to Section 2.09(v) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 480 months; (iii) all of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___100%; (vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no each Subsequent Mortgage Loan shall have a Mortgage Rate less stated maturity of no later than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the DepositorSeptember, 2046; (viii) the each Subsequent Mortgage Loan must shall either have a first Monthly Payment due on or before ________________ and Mortgage Rate of at least 1.00%; (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase all of the Subsequent Mortgage Loans by the Trust Fund, the shall have an adjustable Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ monthsRate; (iix) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______80%; (ivxi) have no Reserved (xii) the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans (vby Subsequent Cut-off Date Principal Balance) shall have a weighted average Gross Margin coupon of not less at least 1.80%; (xiii) pursuant to the Underwriting Guidelines, no fewer than _____%, in each case, as applicable, by aggregate principal balance 75% of the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall be ALT-A and M1 credit risks, no more than 25% of the Subsequent Mortgage Loans (eby Subsequent Cut-off Date Principal Balance) shall be comprised of other credit risks (xiv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 690; (xv) at least 94% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvi) no more than 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xvii) at least 65% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xviii) no more than 65% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xix) the ratings agencies shall have consented either in writing or verbally to the transfer of the Subsequent Mortgage Loans; and (xx) at least 65% of the Subsequent Mortgage Loans shall have prepayment penalties. The acceptance of the Subsequent Mortgage Loans by the Issuing Entity is subject to the Sponsor receiving a written or verbal consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Offered Notes. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Issuing Entity and included in the Trust Estate, if (i) the inclusion Issuing Entity is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Initial Mortgage Loans and (ii) the Sponsor receives and provides to the Issuing Entity a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class the Offered Notes.
(d) Within five Business Days after the end of Certificates. At least one Business Day prior the Pre-Funding Period, the Sponsor shall deliver to the related Subsequent Transfer DateRating Agencies, each Rating Agency shall notify the Indenture Trustee, the Master Servicer Issuing Entity, the Depositor and the Depositor as to which Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans, if any, shall not be included Loans in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveelectronic format.
Appears in 1 contract
Samples: Sale and Servicing Agreement (NovaStar Certificates Financing CORP)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent cut-off Date and all collections in respect of interest and principal due and interest accruing on after the Subsequent Mortgage Loans after the related Subsequent Cutcut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cutcut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group 1 Pre-Funding Account or the Group 2 Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group 1 Pre-Funding Account or the Group 2 Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerDepositor, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, R the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.04 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (xii) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans;
(x) the Depositor shall have delivered to the Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding each REMIC in the Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans;
(xi) the Depositor shall have received the consent of the NIMS Insurer, if any, to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cutcut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of month preceding the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cutcut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___100.00%; (v) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cutcut-off Date, a weighted average term since origination not in excess of ___ 360 months; (vi) no such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 4.800% per annum or greater than 12.600% per annum; (vii) such Subsequent Mortgage Loan shall have been serviced by the Servicer since origination, the date of purchase or the date of acquisition of the servicing (viii) each of the Subsequent Mortgage Loans will have a Mortgage Rate less than ____% first payment date occurring on or greater than ___%before August 1, 2005 and will include 30 days’ interest thereon; (viiix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositora Gross Margin not less than 4.000% per annum; (viiix) if the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will be have a Maximum Mortgage Rate not less than 11.000% per annum; (xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.000% per annum, and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "“The Mortgage Pool--Originator—Underwriting Standards; Representations" Guidelines” in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group 1 Mortgage Loans Loan by the Trust FundTrust, the Group 1 Mortgage Loans (including the such Subsequent Group 1 Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____6.000% per annum and not more than _____%12.500% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______100.00%; (iv) have no Mortgage Loan with an original principal balance which does not conform to Fxxxxx Mxx and Fxxxxxx Mac principal balance guidelines; (v) will have a FICO score of not less than 500. In addition, the Adjustable Rate Group 1 Mortgage Loans will have a Gross Margin not less than 6.000% per annum. For purposes of the calculations described in this paragraph, percentages of the Group 1 Mortgage Loans will be based on the Stated Principal Balance of the Initial group 1 mortgage loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group 1 Mortgage Loans as of the related Subsequent cut-off Date. Following the purchase of any Subsequent Group 2 Mortgage Loan by the Trust, the Group 2 Mortgage Loans (including such Subsequent Group 2 Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a Mortgage Rate of not less than 5.000% per annum and not more than 13.000% per annum; (iii) have a Loan-to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 999,999; (v) will have a weighted average Gross Margin FICO score of not less than _____%500. In addition, in each case, as applicable, by aggregate principal balance the Adjustable Rate Group 2 Mortgage Loans will have a Gross Margin not less than 4.000% per annum. For purposes of the calculations described in this paragraph, percentages of the Group 2 Mortgage Loans will be based on the Stated Principal Balance of the Initial Group 2 Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group 2 Mortgage Loans as of the related Subsequent Cutcut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, Depositor shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2005-Wmc1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $510,531,591.45, a maximum of $267,140,533.99 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $243,391,057.46 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, and the Company shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company’s Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC and (ii) is not a prohibited transaction within the meaning of Section 860F(a)(2) of the Code or a contribution resulting in a material adverse tax consequence to under Section 860G(d) of the Trust Fund or Code, both as evidenced by an Opinion of Counsel provided for the CertificateholdersTrustee at the expense of the Seller;
(v) the Pre-Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage Loans.
(c) Closing Date. The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) no less than approximately 95.00% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Dateno later than October 1, a weighted average term since origination not in excess of ___ months2036; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a Mortgage Rate less than ____% or greater than ___of at least 4.00%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 75% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______83.00%; (ivxii) have no less than 73.00% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____%60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 55% or 51% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 7.40%; (exiv) Notwithstanding pursuant to the foregoingUnderwriting Guidelines, any no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be ALT-A and M1 credit risks, no fewer than 10% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M2 credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M3 and M4 credit risks; (xv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 625; (xvi) at least 85.00% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvii) no more than 50.00% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15.00% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xviii) at least 60.00% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xix) no more than 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xx) the ratings agencies shall have consented either in writing or verbally to the transfer of the Subsequent Mortgage Loans; (xxi) at least 55.00% of the Subsequent Mortgage Loans shall have prepayment penalties and (xxii) no Subsequent Mortgage Loan may originated on or prior to September 1, 2005 shall relate to a Mortgaged Property located in a Designated Area unless such Mortgaged Property shall have been Confirmed to be rejected by either Rating Agency if the inclusion of any such in Good Repair prior to Subsequent Mortgage Loan would adversely affect Loan’s acquisition by the ratings Trustee on behalf of any Class of Certificatesthe Trust Fund. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.As used herein:
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMs Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ix) the Depositor shall have delivered to the Trustee and the NIMs Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 180 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 15 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____6.88% or greater than ___14.99%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ September 1, 2001 and (ix) the Subsequent Mortgage Loan will shall have been be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____9.15% and not more than _____9.40%, by aggregate principal balance of the Mortgage Loans; (iii) have a weighted average Loan-to-Value Ratio of not less than 70.00% and more than ______90.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 650,000 and (v) have a weighted average Gross Margin of not less than _____6.37%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMs Insurer or each Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Float Rate Mort Pa Th Cer Ser 2001-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in In consideration of the TrusteeSecurities Administrator's delivery on the Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall (i) be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fundand (ii) . The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Securities Administrator on behalf of the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator on behalf of the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee Trustee, the Securities Administrator and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a servicing agreement and assignment agreements with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be bankrupt or insolvent nor shall it have been rendered bankrupt or insolvent by such transfer nor shall it be aware of any pending insolvency;bankruptcy or insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence consequences to the Trust Fund or the Certificateholders;.
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(viiiii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) the Depositor shall have delivered to Trustee, the Trustee a letter from Securities Administrator and the Rating Agencies are provided with an Independent accountant (with copies provided to each Rating Agency) Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the characteristics Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans conform Loans, to the characteristics set forth in paragraphs (c) and (d) below; andbe delivered as provided pursuant to this Section 2.07;
(ixiv) the Depositor shall have delivered to Rating Agencies and the Trustee are provided with an Opinion of Counsel addressed to or Opinions of Counsel, at the Trustee and expense of the Rating Agencies with respect to Depositor, confirming that the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee conveyed on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any such Subsequent Transfer Date is subject a true sale, to be delivered as provided pursuant to this Section 2.07; and
(v) the satisfaction execution and delivery of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 Transfer Agreement or more days delinquent as conveyance of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as does not result in a reduction or withdrawal of any ratings assigned to the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced Certificates by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus SupplementRating Agencies.
(d) Following The Securities Administrator shall be entitled to rely upon the purchase of the Subsequent Mortgage Loans confirmation made by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Depositor pursuant to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer Instrument and the Depositor as Opinions of Counsel delivered pursuant to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs clause (cc)(iii) and (div) aboveabove in determining that the condition precedents are met for the release of funds from the Pre-Funding Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage-Backed Certificates, Series 2005-7)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery remittance on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) including all interest and principal due and interest accruing received on or with respect to the Subsequent Mortgage Loans after so assigned and the related Subsequent Cut-off Date Depositor shall deliver to, and (iii) deposit with, the Trustee all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files2.01; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or to the Custodian at least three Business Days prior to (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from for the Pre-Funding Account Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Paying Agent from the Pre-Funding Account and paid to the Depositor. Thereafter, the portion of the Pre-Funding Amount allocable to either Loan Group will equal the Original Pre-Funded Amount allocable to such Loan Group reduced by the purchase price paid for fixed rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group I) or the purchase price paid for adjustable rate Subsequent Mortgage Loans (with respect to the Pre-Funding Amount allocated to Group II). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Paying Agent and the Servicer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee (with a copy to the Paying Agent) a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Depositor shall have delivered a computer file containing such Mortgage Loan Schedule to the Paying Agent, the Trustee and the Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(viiv) the Depositor shall have delivered to the Trustee (with a copy to the Paying Agent) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viiivi) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency), which the Trustee may rely on, including for purposes of paragraph (c) and (d) stating that the characteristics of the Subsequent Mortgage Loans substantially conform to the characteristics set forth in paragraphs (c) and (d) below; andbelow and that such Subsequent Mortgage Loans were not selected in a manner that the Depositor believes to be adverse to Certificateholders;
(ixvii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(viii) the Trustee shall have delivered to the Depositor an Opinion of Counsel addressed to the Depositor and the Rating Agencies with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee. With respect to any amounts being released from the Pre-Funding Account to the Group II Certificates, any amounts to be released to the Class IIA-1 and Class IIA-2 Certificates will be allocated pro rata based on the aggregate initial principal balance of the Group IIA Mortgage Loans and Group IIB Mortgage Loans, respectively.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___(except with respect to not more than 1.5% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, which may be thirty days 30 or more days delinquent but less than sixty 60 days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date); (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.0%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ August 1, 2001; and (ixvii) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Chase Manhattan Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of Date not more than ___ months; (ii) have a weighted average be materially inconsistent with the Initial Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Loans. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Funding Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee Trust for deposit in the Mortgage Pool applicable Loan Group or Sub-Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee on behalf of the Trust for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Pre-Funding AccountAccount in an amount equal to the Subsequent Mortgage Loans purchased on the related Subsequent Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(iA) the The mortgaged property is proven to be free of material damage;
(B) Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date;
(C) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(D) Each Subsequent Mortgage Loan must be a One-Month LIBOR, Six Month LIBOR, One Year LIBOR or One Year Treasury adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(E) No Subsequent Mortgage Loan will have a first payment date occurring after October 1, 2005;
(F) The latest maturity date of any Subsequent Mortgage Loan will be no later than September 1, 2035;
(G) Such Subsequent Mortgage Loan will have a credit score of not less than 620;
(H) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date provided, however that ranging from approximately ___2.25% per annum to approximately 2.75% per annum;
(I) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-Off Date greater than 10.500%; and
(J) Such Subsequent Mortgage Loans, by aggregate principal balance as Loan shall have been underwritten in accordance with the underwriting guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following aggregate will satisfy the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.following criteria:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph paragraphs (b) and (c) below in consideration of the TrusteeIssuer's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Issuer but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.2 above and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Issuer and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIssuer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of California (which shall be submitted for filing as of the related Mortgage File for Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.3. The Indenture Trustee, as assignee of the Issuer, shall be delivered entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the Trustee or the Custodian at least three Business Days period prior to the related Subsequent Transfer Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of this Agreement. The purchase price Purchase Price paid for any Subsequent Mortgage Loan by the Trustee Indenture Trustee, at the direction of the Issuer, from amounts released from on deposit in the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool Issuer the Subsequent Mortgage Loans and the other property and rights related thereto as described in the first paragraph of Section 2.3 (a) above, and the Trustee Issuer shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Indenture Trustee and the Note Insurer with a timely Addition Notice Notice, which notice shall be given no fewer than seven Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Issuer and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Indenture Trustee or the Note Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2, which shall include (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.3(b) and Section 2.3(c) following and in the related Subsequent Transfer Instrument and (B) including a Subsequent Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2, the Depositor Seller shall not be insolvent nor shall it have been rendered made insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund Issuer or, due to any action or inaction on the Certificateholderspart of the Seller, to the Securityholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor Note Insurer shall not have selected informed the Seller that the Subsequent Mortgage Loans in a manner that it believed to be adverse are acceptable to the interests of Note Insurer in its sole discretion, and the CertificateholdersSeller shall have delivered to the Issuer and the Indenture Trustee, with a copy to the Note Insurer, an Officer's Certificate confirming such approval;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Indenture Trustee, the satisfaction of Rating Agencies and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Note Insurer Opinions of Counsel addressed to the Trustee and Note Insurer, the Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Note Insurer and the Indenture Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loanscertain bankruptcy, corporate and tax matters.
(c) The obligation of the Trust Fund Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement; (2) the Seller will select such Subsequent Mortgage Loans only in a manner that it reasonably believes is not adverse to the interests of the Noteholders or the Note Insurer; (3) the Seller will deliver to the Note Insurer and the Indenture Trustee certain Opinions of Counsel acceptable to the Note Insurer and the Indenture Trustee with respect to the validity of the conveyance of such Subsequent Mortgage Loans; and (4) as of the each Subsequent Cut-off DateDate each Subsequent Mortgage Loan will satisfy the following criteria: (i) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ 360 months; (iii) the such Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not must have a Loan-to-Value Ratio greater an outstanding Principal Balance of at least $20,000 and no more than ___%; (v) the Subsequent Mortgage Loans will have $350,000 as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (viiv) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "Description of the section "The Mortgage Pool--Underwriting Standards; RepresentationsHome Equity Pool -- Underwriting" in the Prospectus Supplement.
; (dv) Following such Subsequent Mortgage Loan must have a Loan-to-Value Ratio at origination of no more than 90.00% ; and, if applicable, a Combined Loan-to-Value Ratio at origination of no more than 90.00%; (vi) the stated maturity of such Subsequent Mortgage Loan will be no later than 360 months; (vii) such Subsequent Mortgage Loan shall not provide for negative amortization; (viii) such Subsequent Mortgage Loan must have a fixed Mortgage Rate of at least 9.00% or, if an adjustable rate loan, a Gross Margin of at least 5.50%; (ix) such Subsequent Mortgage Loan must not have a fixed Mortgage Rate if the aggregate principal balance of Fixed Rate Mortgage Loans included in the Trust Estate following the purchase of such Subsequent Mortgage Loan would be greater than 8.0% of the aggregate principal balance of all Mortgage Loans included in the Trust Estate following the purchase of such Subsequent Mortgage Loans; and (x) following the purchase of such Subsequent Mortgage Loans by the Trust FundIssuer, the Mortgage Loans (including included in the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) Trust Estate must have a weighted average original term to stated maturity of not more than ___ months; (ii) have interest rate, a weighted average Mortgage Rate of not less than _____% remaining term to maturity and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each caseat origination, as applicable, by aggregate principal balance of the Mortgage Loans as of the related each respective Subsequent Cut-off Date.
(e) Notwithstanding , which does not vary materially from the foregoing, any Subsequent Initial Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be Loans included in the transfer Trust Estate on the Closing Date and the percentage of Mortgage Loans included in the Trust Estate (by aggregate principal balance) that are secured by second liens on the related Mortgaged Properties shall be no greater than the percentage of Initial Mortgage Loans included in the Trust Estate on the Closing Date. In addition, the Indenture Trustee shall not agree to any transfer of Subsequent Transfer DateMortgage Loans without a signed certification required pursuant to Section 2.3(b)(vi). Subsequent Mortgage Loans with characteristics varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Note Insurer, in its sole discretion, as evidenced by the certification required pursuant to Section 2.3(b)(vi); provided, however, that the Master Serviceraddition of such Mortgage Loans will not materially affect the aggregate characteristics of the entire Mortgage Loans. Upon the end of the Funding Period, in its capacity as Seller, shall have delivered the Note Insurer may adjust the Required Subordination Amount pursuant to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (cSection 2.3(e) and hereof.
(d) aboveWithin five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the Rating Agencies, the Indenture Trustee and the Note Insurer a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
(e) In the event that a mortgage loan is not acceptable to the Note Insurer as a Subsequent Mortgage Loan pursuant to Section 2.3(b)(vi) hereof, the Note Insurer and the Seller may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Required Subordination Amount that may be agreed to by the Seller and the Note Insurer pursuant to the Indenture, in which event the Seller shall deliver to the Issuer and the Indenture Trustee, with a copy to the Note Insurer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Required Subordination Amount.
Appears in 1 contract
Samples: Home Equity Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below below, in consideration of the Indenture Trustee's delivery on the a Subsequent Transfer Dates Date to or upon the order of the Depositor Sponsor of all or a portion of the balance of funds amounts in the Pre-Funding AccountAccount equal to the aggregate principal balance of the Subsequent Mortgage Loans the Sponsor shall, to the Depositor shall extent of the availability thereof, on any the related Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust Fund but without recourse (subject to the other terms Sections 2.03 and provisions of this Agreement 2.05) all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all its right, title and interest in and to principal such Subsequent Mortgage Loans and all Collections in respect thereof received and interest accruing on after the Cut-Off Date for the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit (excluding payments in the Mortgage Pool by the Depositor respect of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days accrued interest due prior to the related Subsequent Transfer Date) or, with respect to any Additional Balances with respect thereto, on or after the date of transfer to the Trust. The purchase price paid by Future advances made to a Mortgagor under a Loan Agreement relating to a Subsequent Mortgage Loans shall be part of the related Principal Balance and transferred to the Trust pursuant to this Section 2.10, and, therefore, part of the Trust Property upon the sale thereof to the Sponsor under the Purchase Agreement. On each Subsequent Transfer Date, the Sponsor shall deliver to the Indenture Trustee from amounts released a letter which: (i) states the amount to be withdrawn from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the on such date to purchase Subsequent Mortgage Loans so transferred for addition to Pool I; (as identified ii) states the amount to be withdrawn from the Pre-Funding Account on the such date to purchase Subsequent Mortgage Loans for addition to Pool II; (iii) lists each Subsequent Mortgage Loan Schedule provided by being conveyed to the DepositorTrust on such Subsequent Transfer Date (including a description of the Pool into which each such Subsequent Mortgage Loan is being conveyed). This Agreement shall constitute a fixed-price purchase contract ; (iv) acknowledges that each of the requirements listed in accordance with Section 860G(a)(3)(A)(ii2.10(b) of this Agreement have been satisfied; (v) attaches as exhibits thereto each of the Codedocuments described in Sections 2.10(b)(i), (v), (vii) and (viii) and; (vi) acknowledges that the Sponsor has conveyed its right, title and interest in and to each Subsequent Mortgage Loans and to the corresponding Related Documents and certain other rights to the Indenture Trustee pursuant to this Agreement, and the Indenture Trustee shall hold such documents hereunder for the benefit of the Noteholders. The Indenture Trustee shall acknowledge its receipt of such letter by signing it and returning a signed copy to the Sponsor, the Servicer, the Issuer, the Insurer and each of the Rating Agencies.
(b) The Depositor shall obligation of the Indenture Trustee to accept the transfer to the Trustee for deposit in the Mortgage Pool of the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon above is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Indenture Trustee shall have been provided the Trustee with a timely Addition Notice and letter from the Insurer consenting to such transfer of the Subsequent Mortgage Loans (which consent shall not be unreasonably withheld or delayed);
(ii) the Indenture Trustee shall have been provided any information reasonably requested by with a Mortgage Loan Schedule, listing the Trustee with Subsequent Mortgage Loans delivered or to be delivered on such Subsequent Transfer Date;
(iii) the Sponsor shall have deposited in the Collection Account all Collections in respect of such Subsequent Mortgage Loans received after the Cut-Off Date (excluding payments in respect of accrued interest due prior to the related Transfer Date) for the Subsequent Mortgage Loans;
(iiiv) the Depositor shall have delivered representations and warranties of the Sponsor in Section 2.05 hereof, to the Trustee a duly executed Subsequent Transfer Instrumentextent such representations and warranties do not pertain exclusively to the Initial Mortgage Loans, which shall include a Mortgage Loan Schedule listing are true and correct with respect to the Subsequent Mortgage Loans, and the Master Servicer, in its capacity Loans as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to of the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period Servicer shall not have terminatedacknowledge in writing that it has delivered the related Mortgage Files to the Indenture Trustee and complied with all other requirements with respect to the assignment of the related Mortgages specified therein;
(vi) the Depositor Servicer shall not have selected represent and warrant that no selection procedures reasonably believed by the Subsequent Mortgage Loans in a manner that it believed Servicer to be adverse to the interests of the Certificateholders;
(vii) Noteholders or the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified Insurer were utilized in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of selecting the Subsequent Mortgage Loans;
(viiivii) the Depositor Sponsor shall have delivered to the Indenture Trustee a letter from an Independent accountant Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (with copies provided to each Rating Agencyb) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in and paragraphs (c) and (d) below; and
(ixviii) the Depositor Sponsor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies acknowledged in writing that, with respect to either Pool, neither (x) the transfer aggregate amount withdrawn from the Pre-Funding Account to purchase Subsequent Mortgage Loans for addition to such Pool on that all prior Subsequent Transfer Dates nor (y) the aggregate Principal Balances of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered transferred to the Trustee Trust for assignment to such Pool on that and all prior Subsequent Transfer Dates exceeds the Closing Date regarding Original Class A-1 Pre-Funded Amount or the true sale of the Subsequent Mortgage LoansOriginal Class A-2 Pre-Funded Amount, as applicable.
(c) The obligation obligations of the Trust Fund Issuer to purchase accept the assignment of a Subsequent Mortgage Loan on any Subsequent Transfer Date are subject to the following additional requirements, any of which may be waived or modified in any respect by the Insurer (with consent of the Rating Agencies) by a written instrument executed by the Insurer. The obligation of the Trust to purchase all of the Subsequent Mortgage Loans for addition to either Pool (the "Subsequent Mortgage Loans") in the Trust is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Dateadditional aggregate requirements: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of aggregate weighted average Margin for the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off DateLoans is at least 3.10%; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a aggregate weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Combined Loan-to-Value Ratio of all of the Subsequent Mortgage Loans is not more than ______84.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.;
Appears in 1 contract
Samples: Sale and Servicing Agreement (Greenpoint Home Equity Loan Trust 1999 2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject The Sponsor may, on Subsequent Transfer Dates, deliver to the conditions set forth Indenture Trustee loans eligible to become Subsequent Mortgage Loans on the next following Payment Date, in paragraph (bexchange, on such Payment Date, for monies released to the Originator pursuant to Section 8.5(b) below in consideration of the TrusteeIndenture, or a corresponding increase in the Originator's delivery on Interest. Upon assignment of any Pre-Funded Mortgage Loan, the Subsequent Transfer Dates Indenture Trustee shall release to or upon the order Sponsor an amount equal to the Principal Balance thereof as of the Depositor of all or a portion of the balance of funds related Subsequent Cut-Off Date from amounts then on deposit in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Sponsor shall transfer to the Indenture Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Sponsor shall have provided the Trustee Indenture Trustee, each Rating Agency and the Insurer with a timely Addition Notice and shall have provided any information reasonably requested by any of the Trustee foregoing with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Sponsor shall have delivered to the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee) in substantially the form of Exhibit G (the "Subsequent Transfer InstrumentAgreement"), which shall include a Schedules of Mortgage Loan Schedule Loans, listing the Subsequent Mortgage Loans, Loans and any other exhibits listed thereon;
(iii) the Master Servicer, in its capacity as Seller, Servicer shall have delivered a computer file containing such deposited in the Principal and Interest Account all collections in respect of the Subsequent Mortgage Loan Schedule to the Trustee at least three Business Days prior to Loans received on or after the related Subsequent Transfer Cut-Off Date;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of neither the Subsequent Transfer Instrument, substantially in Master Servicer nor the form of Exhibit I, the Depositor shall not be Sponsor was insolvent nor shall it will any of them have been rendered made insolvent by such transfer nor shall it be is any of them aware of any pending insolvency;
(ivv) such sale and transfer shall addition will not result in a material adverse tax consequence to the Trust Fund or the CertificateholdersClass A Noteholders;
(vvi) with respect to Subsequent Mortgage Loans which are Pre-Funded Mortgage Loans, the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;; and
(vii) the Depositor Sponsor shall have delivered to the Indenture Trustee a Subsequent Transfer Instrument an Officer's Certificate confirming the satisfaction of the conditions each condition precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title paragraph (b) and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee below and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the related Subsequent Mortgage LoansTransfer Agreement.
(c) The obligation of the Trust Fund to purchase accept the assignment of a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to requirement: such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be more than 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% Off Date.
(d) The obligation of the Trust to accept the assignment of a Subsequent Mortgage LoansLoan on any Subsequent Transfer Date is subject to the following additional requirements, any of which may be waived or modified in any respect by aggregate principal balance the Insurer by a written instrument executed by the Insurer:
(i) No such Subsequent Mortgage Loan may (A) have a Combined Loan-to-Value Ratio greater than 125%; (B) have a Principal Balance in excess of $285,000; (C) have a remaining term to stated maturity in excess of 300 months; (D) have a Loan Rate (as of the related Subsequent Cut-Off Date) below 8.25%; (E) have a Margin below 0.00%; or (F) be more than 30 days Delinquent (as of the related Subsequent Cut-off Date, may ).
(ii) After giving effect to the assignment to the Trust of any such Subsequent Mortgage Loan (A) the weighted average net Loan Rate of all Mortgage Loans shall be thirty days or more but no less than sixty days delinquent in their monthly payments 12.00%; (B) the Mortgage Loans shall have weighted average Combined Loan-to-Value Ratio no greater than 88.00%; (C) the weighted average margin shall not be less than 3.50%; (D) the weighted remaining term to stated maturity shall not exceed 275 months; (E) no more the
1. 00% of the Pool Balance as of such Subsequent Transfer Date shall relate to Mortgaged Properties in any one zip code; and (F) no more than 10% of the related Subsequent CutMortgage Loans have a Combined Loan-off Date to-Value greater than 100%.
(e) In connection with the transfer and approximately ___% assignment of the Subsequent Mortgage Loans, by aggregate principal balance as the Sponsor agrees to satisfy the conditions set forth in Sections 2.1(b)-(j), 2.2 and 2.3.
(f) In connection with the transfer of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the any Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by to the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the TrusteeSponsor, the Master Servicer and the Depositor as to which Subsequent Mortgage LoansIndenture Trustee may, if anywith the prior written consent of the Insurer, shall not be included in amend the transfer on definition of "Specified Overcollateralization Amount" for the purpose of changing the related Subsequent Transfer DateSpecified Overcollateralization Amount; provided, however, that any such amendment must comply with the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (cprovisions of Sections 7.14(b) and (d7.14(d) abovehereof.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1998-A)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, and the Company shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller's Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company's Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result in cause the REMIC to fail to qualify as a material adverse tax consequence to REMIC and (ii) is not a prohibited transaction within the Trust Fund or meaning of Section 860F(a)(2) of the CertificateholdersCode, both as evidenced by an Opinion of Counsel provided for the Trustee at the expense of the Seller;
(v) the Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage LoansClosing Date.
(c) The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) approximately 95% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ monthsno later than April 2033; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a fixed Mortgage Rate less than ____of at least 5.00% or greater than ___or, if an adjustable loan, a Gross Margin of at least 2.75%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 55% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______81%; (ivxii) have no less than 69% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 51%, or 55% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the applicable effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 7.00%; (exiv) pursuant to the Underwriting Guidelines, no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be AAA, A+, ALT-A and AA credit risks, no fewer than 10% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be A and A- credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be B, B-, C, and C- credit risks; (xv) no greater than 10% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be FICO Enhanced loans pursuant to the Underwriting Guidelines; (xvi) no more than 12% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be FICO only loans; (xvii) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 620; (xviii) at least 85% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xix) no more than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xx) at least 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xxi) no more than 75% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; and (xxii) the ratings agencies shall have consented in writing to the transfer of the Subsequent Mortgage Loans. The acceptance of the Subsequent Mortgage Loans by the Trustee is subject to the Seller receiving and providing to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Underwritten Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Trustee and included in the Trust Fund, if (i) the inclusion Trustee is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Closing Date Mortgage Loans and (ii) the Seller receives and provides to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class of the Underwritten Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and .
(d) aboveWithin five Business Days after the end of the Funding Period, the Seller shall deliver to the Rating Agencies, the Trustee and the Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Corp Home Eq Ln as Bk Ce Se 03 1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph paragraphs (b) and (c) below in consideration of the TrusteeIssuer's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Issuer but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.2 above and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Issuer and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIssuer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of California (which shall be submitted for filing as of the related Mortgage File for Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.3. The Indenture Trustee, as assignee of the Issuer, shall be delivered entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the Trustee or the Custodian at least three Business Days period prior to the related Subsequent Transfer Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of thisn Agreement. The purchase price Purchase Price paid for any Subsequent Mortgage Loan by the Trustee Indenture Trustee, at the direction of the Issuer, from amounts released from on deposit in the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool Issuer the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph Section 3 (a) above, and the Trustee Issuer shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Indenture Trustee and the Note Insurer with a timely Addition Notice Notice, which notice shall be given no fewer than seven Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Issuer and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Indenture Trustee or the Note Insurer with respect to the Subsequent Mortgage Loans;, provided that such notice shall be deemed to have been given to the Note Insurer in a timely manner with respect to the pool of proposed Substitute Mortgage Loans as to which information was provided to the Note Insurer on or about December 10, 1997.
(ii) the Depositor Seller shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2, which shall include (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.3(b) and Section 2.3(c) following and in the related Subsequent Transfer Instrument and (B) including a Subsequent Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2, the Depositor Seller shall not be insolvent nor shall it have been rendered made insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund Issuer or, due to any action or inaction on the Certificateholderspart of the Seller, to the Securityholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor Note Insurer shall not have selected informed the Seller that the Subsequent Mortgage Loans in a manner that it believed to be adverse are acceptable to the interests of Note Insurer in its sole discretion, and the CertificateholdersSeller shall have delivered to the Issuer and the Indenture Trustee, with a copy to the Note Insurer, an Officer's Certificate confirming such approval;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Indenture Trustee, the satisfaction of Rating Agencies and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Note Insurer Opinions of Counsel addressed to the Trustee and Note Insurer, the Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Note Insurer and the Indenture Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loanscertain bankruptcy, corporate and tax matters.
(c) The obligation of the Trust Fund Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement; (2) the Seller will select such Subsequent Mortgage Loans only in a manner that it reasonably believes is not adverse to the interests of the Noteholders or the Note Insurer; (3) the Seller will deliver to the Note Insurer and the Indenture Trustee certain Opinions of Counsel acceptable to the Note Insurer and the Indenture Trustee with respect to the validity of the conveyance of such Subsequent Mortgage Loans; and (4) as of the each Subsequent Cut-off DateDate each Subsequent Mortgage Loan will satisfy the following criteria: (i) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ 360 months; (iii) the lien securing any such Subsequent Mortgage Loan may not provide for negative amortizationmust be a first lien priority; (iv) the such Subsequent Mortgage Loan will not must have a Loan-to-Value Ratio greater an outstanding Principal Balance of at least $20,000 and no more than ___%; (v) the Subsequent Mortgage Loans will have $350,000 as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (viv) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "Description of the section "The Mortgage Home Equity Pool--Underwriting Standards; RepresentationsUnderwriting" in the Prospectus Supplement.
; (dvi) Following such Subsequent Mortgage Loan must have a Loan-to-Value Ratio at origination of no more than 90.00%; and, if applicable, a Combined Loan-to-Value Ratio at origination of no more than 90.00%; (vii) the stated maturity of such Subsequent Mortgage Loan will be no later than 360 months; (viii) such Subsequent Mortgage Loan shall not provide for negative amortization; (ix) such Subsequent Mortgage Loan must have a fixed Mortgage Rate of at least 9.00% or, if an adjustable rate loan, a Gross Margin of at least 5.50%; (x) such Subsequent Mortgage Loan must not have a fixed Mortgage Rate if the aggregate principal balance of Fixed Rate Mortgage Loans included in the Trust Estate following the purchase of such Subsequent Mortgage Loan would be greater than 8.0% of the aggregate principal balance of all Mortgage Loans included in the Trust Estate following the purchase of such Subsequent Mortgage Loans and (xi) following the purchase of such Subsequent Mortgage Loan by the Trust FundIssuer, the Mortgage Loans (including included in the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) Trust Estate must have a weighted average original term to stated maturity of not more than ___ months; (ii) have interest rate, a weighted average Mortgage Rate of not less than _____% remaining term to maturity and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each caseat origination, as applicable, by aggregate principal balance of the Mortgage Loans as of the related each respective Subsequent Cut-off Date.
(e) Notwithstanding , which would not vary materially from the foregoing, any Subsequent Initial Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be Loans included initially in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.the
Appears in 1 contract
Samples: Home Equity Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's Issuing Entity’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Issuing Entity, but subject to the other terms and provisions of this Agreement Sale and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; provided, however, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorIssuing Entity, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundIssuing Entity. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $138,776,585.08, a maximum of $90,813,688.21 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $47,962,896.87 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’s obligations hereunder, and this Sale and Servicing Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Issuing Entity for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Depositor. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Issuing Entity as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Sale and Servicing Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Indenture Trustee for the benefit of the Noteholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Indenture Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Indenture Trustee, prior to the related Subsequent Transfer Date. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.09. The Indenture Trustee, as trustee of the Trust Estate, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Estate pursuant to the terms of this Sale and Servicing Agreement. The purchase price paid by the Trustee Indenture Trustee, at the direction of the Servicer and on behalf of the Indenture Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Sponsor shall transfer to the Trustee for deposit in Depositor, who shall transfer to the Mortgage Pool Indenture Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.09(a) above, and the Indenture Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Sponsor shall have provided the Depositor, and the Depositor shall have provided the Indenture Trustee and the Custodian, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Depositor and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Sponsor shall have delivered to the Depositor, who shall have delivered to the Indenture Trustee and the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit N-1 or N-2, which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.09(b), Section 2.09(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Sponsor’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit IN-1 and the Depositor’s Subsequent Transfer Instrument is the form of Exhibit N-2, neither the Sponsor nor the Depositor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;; and
(viv) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Sponsor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Indenture Trustee, the conditions precedent specified in this Section 2.11 andIssuing Entity, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to and the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies, Opinions of Counsel addressed to the Trustee Rating Agencies, the Indenture Trustee, the Issuing Entity, the Depositor and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee Custodian, the Indenture Trustee, the Issuing Entity, the Depositor and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage LoansClosing Date.
(c) The obligation of the Trust Fund Issuing Entity to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Sale and Servicing Agreement; (2) the Sponsor shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Noteholders; (3) the Sponsor shall have delivered certain Opinions of Counsel required pursuant to Section 2.09(v) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 480 months; (iii) all of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___100%; (vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no each Subsequent Mortgage Loan shall have a Mortgage Rate less stated maturity of no later than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the DepositorSeptember, 2046; (viii) the each Subsequent Mortgage Loan must shall either have a first Monthly Payment due on or before ________________ and Mortgage Rate of at least 1.00%; (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase all of the Subsequent Mortgage Loans by the Trust Fund, the shall have an adjustable Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ monthsRate; (iix) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______80%; (ivxi) have no Reserved (xii) the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans (vby Subsequent Cut-off Date Principal Balance) shall have a weighted average Gross Margin coupon of not less at least 1.80%; (xiii) pursuant to the Underwriting Guidelines, no fewer than _____%, in each case, as applicable, by aggregate principal balance 75% of the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall be ALT-A and M1 credit risks, no more than 25% of the Subsequent Mortgage Loans (eby Subsequent Cut-off Date Principal Balance) shall be comprised of other credit risks (xiv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 690; (xv) at least 94% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvi) no more than 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xvii) at least 65% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xviii) no more than 65% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xix) the ratings agencies shall have consented either in writing or verbally to the transfer of the Subsequent Mortgage Loans; and (xx) at least 65% of the Subsequent Mortgage Loans shall have prepayment penalties. The acceptance of the Subsequent Mortgage Loans by the Issuing Entity is subject to the Sponsor receiving a written or verbal consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Offered Notes. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Issuing Entity and included in the Trust Estate, if (i) the inclusion Issuing Entity is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Initial Mortgage Loans and (ii) the Sponsor receives and provides to the Issuing Entity a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class the Offered Notes.
(d) Within five Business Days after the end of Certificates. At least one Business Day prior the Pre-Funding Period, the Sponsor shall deliver to the related Subsequent Transfer DateRating Agencies, each Rating Agency shall notify the Indenture Trustee, the Master Servicer Issuing Entity, the Depositor and the Depositor as to which Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans, if any, shall not be included Loans in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveelectronic format.
Appears in 1 contract
Samples: Sale and Servicing Agreement (NovaStar Certificates Financing CORP)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the related Subsequent Transfer Dates Date to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Group I Pre-Funding Account, the Depositor shall Seller shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (but subject to the other terms and provisions of this Agreement Agreement) all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Group I mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the such Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master ServicerSeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the related Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool Group I mortgage pool the related Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Group I Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the related Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three (3) Business Days prior to the related Subsequent Transfer Date;
(ii) the Seller shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of attached hereto as Exhibit IL, the Depositor Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer transfer, nor shall it be aware of any pending insolvencyinsolvency with respect to it;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor Seller shall not have selected the Subsequent Mortgage Loans in a manner that it believed believes to be adverse to the interests of the Certificateholders;; and
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the such Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the DepositorSeller, in, to and under the related Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the related Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Seller will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) The Seller will deliver certain Opinions of Counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans;
(iv) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date providedDate;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each Subsequent Mortgage Loan must be a One-Month LIBOR, however that approximately ___% Six-Month LIBOR or One-Year LIBOR adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after November 1, 2004;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than January 1, 2035;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 617;
(7) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-Off Date ranging from approximately 1.250% per annum to approximately 3.875% per annum;
(8) Such Subsequent Mortgage Loans, by aggregate principal balance Loan will have a Gross Lifecap as of the related Subsequent Cut-Off Date greater than 11.981%; and
(9) Such Subsequent Mortgage Loan shall have been underwritten in accordance with underwriting guidelines as set forth in the Prospectus Supplement.
(d) As of the related Subsequent Cut-off Date, may be thirty days the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin or more but than 2.004% per annum;
(ii) Have a weighted average credit score greater than 724;
(iii) Have no less than sixty days delinquent in their monthly payments as 95.40% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 60.50% of the related Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 30.11% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent CutLoans be cash-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; out refinance;
(iivi) the stated term to maturity Have all of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; (v) the Subsequent 80% be covered by a Primary Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; Insurance Policy;
(vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have Have a weighted average Gross Margin of not less Lifecap greater than _____or equal to 3.637%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.; and
(eviii) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Be acceptable to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.Agencies. 57
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar6)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Certificate Administrator, on behalf of the Custodian at least three Trustee, two Business Days prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Certificate Administrator, at the direction of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee Certificate Administrator shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, who shall have provided the Certificate Administrator, and the Certificate Administrator shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee Certificate Administrator with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, who shall have delivered to the Certificate Administrator and the Trustee, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller's Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company's Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Certificate Administrator, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Certificate Administrator with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Certificate Administrator, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of the Subsequent Mortgage Loanssale.
(c) The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 30 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) the lien securing each Subsequent Mortgage Loan may not provide for negative amortizationshall be first priority; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Dateno later than January 1, a weighted average term since origination not in excess of ___ months2032; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a fixed Mortgage Rate less than ____of at least 6% or greater than ___or, if an adjustable loan, a Gross Margin of at least 3%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 65% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______87%; (ivxii) approximately 97% of the Subsequent Mortgage Loans shall either (A) have a Loan-to-Value Ratio of no more than 60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy; (xiii) the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans (vby Subsequent Cut-off Date Principal Balance) shall have a weighted average Gross Margin coupon of not less at least 9%; (xiv) pursuant to the Underwriting Guidelines, no fewer than _____%, in each case, as applicable, by aggregate principal balance 35% of the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall be AAA, ALT-A and AA credit risks, no fewer than 20% of the Subsequent Mortgage Loans (eby Subsequent Cut-off Date Principal Balance) shall be A and A- credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be B, C, and C- credit risks; (xv) no greater than 20% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be FICO Enhanced loans pursuant to the Underwriting Guidelines; (xvi) no more than 15% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be FICO only loans; (xvii) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 600; (xviii) at least 85% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xix) no more than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xx) at least 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xxi) no more than 60% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances. The acceptance of the Subsequent Mortgage Loans by the Trustee is subject to the Seller receiving a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Underwritten Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Trustee and included in the Trust Fund, if (i) the inclusion aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Initial Mortgage Loans and (ii) the Seller receives a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class of the Underwritten Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and .
(d) aboveWithin five Business Days after the end of the Funding Period, the Seller shall deliver to the Rating Agencies, the Trustee and the Certificate Administrator a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (ix) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (viv) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____4.500% per annum or greater than ___%13.000% per annum; (vi) each of the Subsequent Mortgage Loans will have a first payment date occurring on or before March 1, 2004; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.975% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 10.500% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.500% per annum, (x) the Subsequent Mortgage Loan will may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination origination, the date of purchase or purchased by the Depositor; date of acquisition of the servicing and (viiixii) the such Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____5.000% per annum and not more than _____%12.500% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.00%; (iv) have no Mortgage Loan with an original principal balance which does not conform to Fxxxxx Mxx and Fxxxxxx Mac guidelines; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; and (vi) have no more than 30.00% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 4.500% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 4.950% per annum and not more than 12.000% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,000,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 30.00% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance 4.500% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2004-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (ix) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (viv) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____6.000% per annum or greater than ___%16.000% per annum; (vi) such Subsequent Mortgage Loan must have a first payment date occurring on or before August 1, 2002; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.000% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.000% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 5.000% per annum, (x) the Subsequent Mortgage Loan will may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination or purchased by the Depositor; date of purchase and (viiixii) the such Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____8.650% per annum and not more than _____%9.000% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.50%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ Principal Balance which does not conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines; (v) have a weighted average Gross Margin will consist of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of covered by the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.PMI Policy representing no less than
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2002-3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below below, in consideration of the Trustee's delivery on the a Subsequent Transfer Dates Date to or upon the order of the Depositor Transferor of all or a portion of the balance amount in respect of funds Principal Collections in the Pre-Funding AccountAccount the Transferor shall, to the Depositor shall extent of the availability thereof, on any the related Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust Fund but without recourse (subject to the other terms Sections 2.02 and provisions of this Agreement 2.04) all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all its right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Asset Balances of the Subsequent Mortgage Loans identified on and all Interest Collections and Principal Collections in respect thereof received after the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of Cut-Off Date for the Subsequent Mortgage Loans by or, with respect to any Additional Balances with respect thereto, on or after the Depositor date of transfer to the Trust FundTrust. The related Mortgage File for each Future advances made to a Mortgagor under a Loan Agreement relating to a Subsequent Mortgage Loan shall be delivered part of the related Asset Balance and transferred to the Trust pursuant to this Section 2.10, and, therefore, part of the Trust property upon the sale thereof to the Transferor under the Purchase Agreement. On each Subsequent Transfer Date, the Trustee shall acknowledge that the Transferor has conveyed its right, title and interest in and to each Subsequent Mortgage Loan and to the corresponding Related Documents and certain other rights to the Trustee or the Custodian at least three Business Days prior pursuant to the related Subsequent Transfer Date. The purchase price paid by this Agreement, and the Trustee from amounts released from shall hold such documents hereunder for the Pre-Funding Account shall be one-hundred percent (100%) benefit of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the CodeCertificateholders.
(b) The Depositor shall transfer to obligation of the Trustee for deposit in to accept the Mortgage Pool transfer of the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon above is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Trustee shall have been provided with a letter from the Credit Enhancer consenting to such transfer of the Subsequent Mortgage Loans (which consent shall not be unreasonably withheld or delayed);
(ii) the Trustee shall have been provided with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to revised Mortgage Loan Schedule, listing the Subsequent Mortgage Loans;
(iiiii) the Depositor Transferor shall have delivered to deposited in the Trustee a duly executed Collection Account all Principal Collections and Interest Collections in respect of such Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing Loans received after the Cut-Off Date for the Subsequent Mortgage Loans;
(iv) the representations and warranties of the Transferor in Section 2.04 hereof, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior extent such representations and warranties do not pertain exclusively to the Initial Mortgage Loans, are true and correct with respect to the Subsequent Mortgage Loans as of the related Subsequent Transfer Date;
(iiiv) as of the Trustee shall have been provided with a letter from each Subsequent Transfer Date, as evidenced by delivery Rating Agency confirming that the transfer of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer Mortgage Loans shall not result in a material adverse tax consequence to reduction or withdrawal of its then-current rating of the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminatedInvestor Certificates;
(vi) the Depositor Servicer shall not have selected the Subsequent Mortgage Loans acknowledge in a manner writing that it has delivered the related Mortgage Files to the Trustee and complied with all other requirements with respect to the assignment of the related Mortgages specified therein;
(vii) the Servicer shall represent and warrant that no selection procedures reasonably believed by the Servicer to be adverse to the interests of the Certificateholders;
(vii) Investor Certificateholders or the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified Credit Enhancer were utilized in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of selecting the Subsequent Mortgage Loans;; and
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor Transferor shall have delivered to the Trustee an Opinion Officer's Certificate confirming the satisfaction of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially each condition precedent specified in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
this paragraph (c) b). The obligation of the Trust Fund to purchase a any Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following requirements: (di) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as is a HELOC Mortgage Loan and the remaining term to maturity of the Subsequent Cut-off Date: (i) the each such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iiiii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase Margin of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the aggregate Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans) will, as of plus any Subsequent Mortgage Loans previously transferred to the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _Trust is at least ____%; (iii) have a the weighted average Combined Loan-to-Value Ratio of the Subsequent Mortgage Loans (by aggregate Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans) plus any Subsequent Mortgage Loans previously transferred to the Trust is not more than ______%; (iv) have no such Subsequent Mortgage Loan with will have a principal balance Cut-Off Date Asset Balance in excess of $_______ and __; (v) have a weighted average Gross Margin of not no less than ___% of the Subsequent Mortgage Loans plus any Subsequent Mortgage Loans previously transferred to the Trust (by aggregate Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans) are in a first lien position; (vi) at least __%, in each case, as applicable, _% of such Subsequent Mortgage Loans plus any Subsequent Mortgage Loans previously transferred to the Trust (by aggregate principal balance Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans) are not more than 30 days delinquent (on a contractual basis) in the payment of the Mortgage Loans a Minimum Monthly Payment as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any Off Date for such Subsequent Mortgage Loans; and (vii) any Subsequent HELOC Mortgage Loan would adversely affect more than 30 days delinquent that is so purchased by the ratings of any Class of Certificates. At least one Business Day Trust shall not have had its Credit Limit terminated or suspended prior to the related Subsequent Transfer DateDate with respect to such Mortgage Loan. On the last Payment Date of the Funding Period, each Rating Agency the Transferor shall notify have provided the Trustee, the Master Servicer Rating Agencies and the Depositor as Credit Enhancer with an opinion of counsel to which the effect that such transfer constitutes a sale of the Trust Balances of the Subsequent Mortgage Loans to the Transferor and a sale of or grant of a security interest in the Subsequent Mortgage Loans to the Trustee; PROVIDED, HOWEVER, that in the event of a change of law during the Funding Period that materially affects the method of perfecting the security interest in the Subsequent Mortgage Loans, if anythe Transferor shall either (i) provide the Trustee, shall not be included the Rating Agencies and the Credit Enhancer with an opinion of counsel to the effect that such transfer constitutes a sale of the Asset Balances of the Subsequent Mortgage Loans to the Transferor and a sale of or grant of a security interest in the transfer on Subsequent Mortgage Loans to the related Trustee, or (ii) take such action as is necessary to perfect the interests of the Trust in the Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveMortgage Loans.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Mortgage Securities Inc/)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Transferor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Transferor, and by the Depositor Transferor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Transferor and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundTransferor, and a sale of the Subsequent Mortgage Loans by the Transferor to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Transferor as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Transferor. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Virginia and the State of Kansas (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller as are necessary to perfect and protect the interests of the Transferor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Transferor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Transferor's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Transferor's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Transferor agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of Kansas (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Transferor or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Transferor, as are necessary to perfect and protect the interests of the Trustee and its assignees in subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Certificate Administrator, on behalf of the Custodian at least three Trustee, two Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery Date shall acknowledge its acceptance of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer DateMortgage Loans and other property, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer existing on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable and thereafter created, conveyed to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveit pursuant to this Section 2.02.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Residential Asset Funding Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool mortgage pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iiiii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IK, the Depositor Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iviii) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(viv) the Pre-Funding Period shall not have terminated;
(viv) the Depositor Seller shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(viivi) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the DepositorSeller, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;; and
(viiivii) the Depositor Seller shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to Master Servicer the related Servicing Agreement for each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect extent such Servicing Agreement has not been provided pursuant to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplementthis Agreement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Inc Bear Stearns Arm Trust 2002-11)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Trustee shall have delivered to the Depositor an Opinion of Counsel addressed to the Depositor and the Rating Agencies with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___(except with respect to 1.00% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, which may be thirty days 30 or more days delinquent but less than sixty 60 days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date); (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ 358 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 2 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____6.250% or greater than ___15.000%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ October 1, 1999; and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____6.130% and not more than _____15.000%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%79.25; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 1,000,000 and (v) have a weighted average Gross Margin of not less than _____6.150%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Salomon Brothers Mort Sec Vii Inc Fl Rte Cert Se 1999-Nc4)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Guarantor and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Guarantor and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Guarantor and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee Trustee, the Guarantor and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters, the Subsequent Mortgage Loans conform to Guarantor and the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters, the Guarantor and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer and the Guarantor to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 116 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 4 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.500% or greater than ___13.600%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased purchase by the DepositorOriginator in accordance with its standard servicing practices; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and August 1, 2005; (ix) the Subsequent Mortgage Loan will be shall have a Stated Principal Balance no greater than $943,650 and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "“The Mortgage Pool--—Underwriting Standards; Representations" ” in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.846% and not more than _____7.946%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______77.63%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Xxxxxxx Mac loan limits, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 60.67% of the Group I Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less than 5.842%, (vii) have a weighted average FICO score of not less than 613; (viii) will have no more than 15.04% of the Group I Mortgage Loans with a FICO score of less than 540 and (ix) will have no less than 79.67% of the Group I Mortgage Loans covered by the PMI Policy, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.629% and not more than 7.729%; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.17%; (iv) have no Mortgage Loan with a principal balance Stated Principal Balance in excess of $_______ and 943,649; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 56.79% of the Group II Mortgage Loans; (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____5.608%, (vii) have a weighted average FICO score of not less than 632, (viii) will have no more than 7.93% of the Group II Mortgage Loans with a FICO score of less than 540 and (ix) will have no less than 88.85% of the Group II Mortgage Loans covered by the PMI Policy, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer, the Guarantor or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of CertificatesCertificates or the Notes issued pursuant to the Indenture (without regard to any policy issued by the NIMs Insurer). At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset-Backed Pass-Through Certificates, Series 2005-R4)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMs Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ix) the Depositor shall have delivered to the Trustee and the NIMs Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have delivered to the Trustee the consent of the NIMs Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 180 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____6.30% or greater than ___13.10%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ March 1, 2002 and (ix) the Subsequent Mortgage Loan will shall have been be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____9.00% and not more than _____9.25%, by aggregate principal balance of the Mortgage Loans; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.80%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 580,000 and (v) have a weighted average Gross Margin of not less than _____6.35%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMs Insurer or each Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Flo Rate Mort Pas THR Cert Ser 01 3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account, the Group II Pre-Funding Account or the the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of NIMS Insurer and the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee Underwriters an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: :
(i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date Date; provided, however that approximately ___% of the Subsequent Mortgage LoansLoans may have a first payment date occurring on or after the Subsequent Cut-off Date and, by aggregate principal balance therefore, such Subsequent Mortgage Loans could not have been delinquent as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; ;
(ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 119 months and will not exceed ___ months; 360 months from its first payment date;
(iii) the Subsequent Mortgage Loan may not provide for negative amortization; ;
(iv) the Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___95.00%; ;
(v) the Subsequent Mortgage Loans will have have, as of the related Subsequent Cut-off Date, a weighted average term age since origination not in excess of ___ 2 months; ;
(vi) no Subsequent Mortgage Loan shall will have a Mortgage Rate less than ____5.40% or greater than ___13.80%; ;
(vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased purchase by the Depositor; Seller in accordance with its standard servicing practices;
(viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and March 1, 2004; and
(ix) the Subsequent Mortgage Loan will be have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting --Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____8.21% and not more than _____8.36%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______79.58%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of $594,407, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 69.65% of the Group I Mortgage Loans and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less than 5.99%, in each case, measured by aggregate Principal Balance of the Group I Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 8.16% and not more than 8.31%; (iii) have a weighted average Loan-to-Value Ratio of not more than 79.76%; (iv) have no Mortgage Loan with a principal balance Stated Principal Balance in excess of $_______ and 639,421; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 67.25% of the Group II Mortgage Loans; and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____5.97%, in each case, measured by aggregate Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable, by aggregate principal balance . Following the purchase of the Subsequent Group III Mortgage Loans, the Group III Mortgage Loans (including the related Subsequent Group III Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.53% and not more than 7.68%; (iii) have a weighted average Loan-to-Value Ratio of not more than 77.13%; (iv) have no Mortgage Loan with a Stated Principal Balance in excess of $899,146 and (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 77.69% of the Group III Mortgage Loans or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset Backed Pass THR Certs Se 03 11)
Conveyance of the Subsequent Mortgage 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 Depositor Company of all or a portion of the balance of funds in one of the Pre-Funding AccountAccounts, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Company in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Company on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.03 above and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor Company reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Loan Group I or Loan Group II, as applicable, by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company to the Trust FundFund for Loan Group I or Loan Group II, as applicable. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three two Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorCompany). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Company shall transfer to the Trustee for deposit in the Mortgage Pool Loan Group I or Loan Group II the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph Section 2.08 (a) above, and the Trustee shall release funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Company shall have provided the Trustee and the Certificate Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee or the Certificate Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule Schedule, listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit IN, the Depositor Company shall not be insolvent nor shall it have been rendered made insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Company shall have delivered to the Trustee a Subsequent Transfer Instrument substantially in the form of Exhibit N, confirming the satisfaction of the conditions each condition precedent and representations specified in this Section 2.11 and, pursuant to 2.08(b) and Section 2.08(c) following and in the related Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viiivii) the Depositor Certificate Insurer shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating Officer's Certificate confirming that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) representations and (d) belowwarranties of Section 5.07 of the Insurance Agreement; and
(ixviii) the Depositor Company shall have delivered to the Trustee an Opinion and the Certificate Insurer Opinions of Counsel addressed to the Trustee and Certificate Insurer, the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loanscertain bankruptcy, corporate and tax matters.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties of the Company with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Datebeing satisfied: (i) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ 360 months; (iii) the such Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will be underwritten in accordance with the Underwriting Guidelines; (v) such Subsequent Mortgage Loan will not have a Loan-to-Value toValue Ratio greater than ___90.00%; (vvi) the such Subsequent Mortgage Loans will have as of the Subsequent Cut-off Dateend of the related Funding Period, a weighted average term since origination not in excess of ___ six months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the such Subsequent Mortgage Loan, if in Loan Group II, will not have been serviced by the Master Servicer since origination or purchased by the Depositora Net Mortgage Interest Rate less than 8.30%; and (viii) the such Subsequent Mortgage Loan, if in Loan must Group I, will not have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following Lifetime Floor less than 5.875%. In addition, following the purchase of the any Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans Group I and Group II Loans, as determined separately (including the related Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: end of the related Funding Period will (ia) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iiib) have a weighted average Loan-to-Value Ratio of not more than ______%90.00% with respect to the Group I Loans, and 90.00% with respect to Group II Loans, each by aggregate principal balance of the related Mortgage Loans; (ivc) have no Mortgage Loan with a principal balance in excess of $_______ 625,000; and (vd) have a weighted average Gross Margin of not less than _____%, in each case, as applicable2.750% with respect to the Group I Loans, by aggregate principal balance of the related Mortgage Loans. In the sole discretion of the Certificate Insurer, Subsequent Mortgage Loans as of with characteristics varying from those set forth above may be purchased by the related Subsequent Cut-off Date.
Trust Fund (e) Notwithstanding the foregoing, any except that no Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent in Loan Group II shall have a Net Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateInterest Rate less than 8.30%); provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three addition of such Mortgage Loans will not materially affect the aggregate characteristics of the Group I Loans or Group II Loans.
(d) Within five Business Days after the end of the Funding Period, the Company shall deliver to DCR, Xxxxx'x and S&P a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
(e) On or prior to such the earlier of the final Subsequent Transfer Date or the day upon which the Funding Period ends, the Certificate Insurer shall execute and deliver to the Trustee, DCR, Xxxxx'x and S&P the Insurer Subsequent Mortgage Loan Certificate. If the Insurer Subsequent Mortgage Loan Certificate specifies a computer file acceptable higher Amortized Group I Subordinated Amount Requirement, Amortized Group II Subordinated Amount Requirement, Initial Group I Specified Subordinated Amount and/or Initial Group II Specified Subordinated Amount, such specifications will be based upon the application of the same methodology as was applied to the Mortgage Loans delivered on the Closing Date, which methodology considers the following, without limitation: the Loan-to-Value Ratio, coupon, loan grade, amortization type, lien, property type, occupancy type, documentation type, mortgage loan index and margin; provided, however, the increase to clause (i) of the definitions of Amortized Group I Subordinated Amount Requirement and Amortized Group II Subordinated Amount Requirement and to the percentage in the definitions of Initial Group I Specified Subordinated Amount and Initial Group II Specified Subordinated Amount shall not exceed 0.50% in each Rating Agency describing case; and provided, further, the characteristics specified in paragraphs (c) provisions of Section 5.07 of the Insurance Agreement shall apply to any and (d) aboveall transfers of Subsequent Mortgage Loans. Subject to the foregoing, the parties hereto and the Certificateholders by acceptance of its Certificate agree to be bound by the terms and provisions of the Insurer Subsequent Mortgage Loan Certificate which, when such certificate is executed by the Certificate Insurer and delivered shall be deemed to be a part of and incorporated by reference into this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in Section 2.3 above and paragraph (b) below in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject (i) with respect to the other terms and provisions of this Agreement Group I, all of the its right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan that is a HELOC and with respect to Group II all of its right, title and interest in and to each Subsequent Mortgage Loan that is a HEL, in each case listed on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor to the Trustee on such Subsequent Transfer Date, (ii) all its right, title and interest in and to principal due collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-off Date and Off Date; (iii) all its right, title and interest in and to all Insurance Policies and all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.3 above and the other items in the related Mortgage Files; and (iv) all its rights under each Subsequent Transfer Agreement; provided, however, that the Depositor and/or Seller reserves and retains all its right, title and interest in and to principal received (including Prepayments) collected and interest accruing on the each such Subsequent Mortgage Loans Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust by the Depositor of the Subsequent Mortgage Loans identified on set forth in the Mortgage Loan Schedule shall be absolute and is shall be intended by the Depositor, the Master ServicerCertificateholders, the Trustee Additional Certificateholder and the Certificateholders all parties hereto to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundDepositor. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on of which 9.0% of the aggregate Principal Balances of Subsequent Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) which are HELOCs and 7.3% of the Codeaggregate Principal Balance of Subsequent Mortgage Loans which are HELs shall be transferred to the Reserve Fund unless on or prior to the related Subsequent Transfer Date the Servicer shall have provided an Eligible Letter of Credit in such amount to the Trustee.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:.
(i) At least 5 Business Days prior to the Subsequent Transfer Date, the Depositor shall have provided the Trustee Trustee, the Certificate Insurer, Xxxxx'x and Standard & Poor's with a timely an Addition Notice and shall have provided any information in an electronic data file form as reasonably requested by any of the Trustee foregoing with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the Custodian a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit O (the "Subsequent Transfer InstrumentAgreement"), which shall include a the Mortgage Loan Schedule Loans Schedules, listing the Subsequent Mortgage Loans, Loans and any other exhibits listed thereon;
(iii) the Master Servicer, in its capacity as Seller, Depositor shall have delivered a computer file containing such deposited in the Collection Account all collections in respect of the Subsequent Mortgage Loan Schedule to the Trustee at least three Business Days prior to Loans received on or after the related Subsequent Transfer Cut-Off Date;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery none of the Subsequent Transfer Instrument, substantially in the form of Exhibit ISeller, the Servicer or the Depositor shall not be was insolvent nor shall it will any of them have been rendered made insolvent by such transfer nor shall it be is any of them aware of any pending insolvency;
(ivv) such sale and transfer shall addition will not result in a material adverse tax consequence to the Trust Fund or the CertificateholdersHolders of the Certificates;
(vvi) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument and the Certificate Insurer an Officer's Certificate confirming the satisfaction of the conditions each condition precedent specified in this Section 2.11 andparagraph (b) and paragraphs (c) and (d) below, pursuant to and in the related Subsequent Funding Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and Certificate Insurer, the Rating Agencies and the Trustee Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and
(ix) the Trustee shall have delivered to the Certificate Insurer and the Depositor an Opinion of Counsel addressed to the Depositor, the Rating Agencies and the Certificate Insurer with respect to the Subsequent Transfer Agreement substantially in the form of the Opinion of Counsel delivered to the Trustee Certificate Insurer and the Depositor on the Closing Date regarding certain corporate matters relating to the true sale of the Subsequent Mortgage LoansTrustee.
(c) The (i) the obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date for assignment to Group I is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Daterequirements: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent contractually Delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) each such Subsequent Mortgage Loan shall be interest only for the stated first 10 years and then fully amortizing with level payments over a term to maturity of the Subsequent Mortgage Loan will not be less than ___ months 10 years and will not exceed ___ months; indexed to prime, (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the such Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Combined Loan-to-Value Ratio of not more than ______100%; , (iv) such Subsequent Mortgage Loan shall have no a Gross Margin of at least 1.5%, (v) will not have any Subsequent Mortgage Loan with a principal balance Principal Balance in excess of $_______ 170,000, (vi) such Subsequent Mortgage Loan will have a Mortgage Interest Rate of at Least 9.60%; (vii) each Subsequent Mortgage Loan shall be secured by a single family residence, (viii) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines, and (vix) no such Subsequent Mortgage Loan shall be associated with the purchase of a home; and following the purchase of such Subsequent Mortgage loans by the Trust, the HELOCs (including the Subsequent Mortgage Loans)
(a) will have a weighted average Gross Margin of not less than _____at least 4.45%, in each case(b) will have a weighted average Mortgage Interest Rate of approximately 12.81%, as applicable, by aggregate principal balance (c) Subsequent Mortgage Loans with classifications of "E" will represent at least 94% of the HELOCs and Subsequent Mortgage Loans as with classifications of "G" and "F" will represent no more than 5% and 1% of the related Subsequent Cut-off Date.
HELOCs respectively, (d) will have a weighted average remaining term to stated maturity of not more than 238 months, (e) Notwithstanding will have a weighted average second mortgage ratio of approximately 27%, (f) will have a weighted average Combined Loan-to-Value Ratio of not greater than 92%, (g) no more than 2.0% of the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if HELOCs (including the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans) shall be secured by Mortgage Properties located in any one zip code, if any(h) no more than 1.2% of the HELOCs will be secured by Mortgage Properties that are not Owner Occupied Mortgaged Properties, shall not be included in (i) the transfer on HELOCs (including the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, Mortgage Loans) shall have delivered to each Rating Agency a weighted average Credit Bureau Score of at least three Business Days prior to such Subsequent Transfer Date 665 and a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveweighted average debt-to-income ratio of no more than 42.00.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (ix) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (viv) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____5.000% per annum or greater than ___%14.000% per annum; (vi) none of the Subsequent Mortgage Loans will have a first payment date occurring after September 1, 2003; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 3.000% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 18.390% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 5.000% per annum, (x) the Subsequent Mortgage Loan will may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination origination, the date of purchase or purchased by the Depositor; date of acquisition of the servicing and (viiixii) the such Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____7.650% per annum and not more than _____%7.850% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.00%; (iv) have no Mortgage Loan with an original principal balance which does not conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 50.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; and (vi) have no more than 37.00% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 4.700% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.700% per annum and not more than 7.900% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,000,000; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 45.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 37.00% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance 4.700% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Accep Corp Asset Back Certs Ser 2003 5)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee Trust for deposit in the Mortgage Pool applicable Sub-Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee on behalf of the Trust for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Pre-Funding AccountAccount in an amount equal to the Subsequent Mortgage Loans purchased on the related Subsequent Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each Subsequent Mortgage Loan must be a One-Month LIBOR, Six Month LIBOR, One Year LIBOR or One Year Treasury adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after August 1, 2005;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than July 1, 2035;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 600;
(7) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date provided, however that ranging from approximately ___2.00% per annum to approximately 2.50% per annum;
(8) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-Off Date greater than 10.00%; and
(9) Such Subsequent Mortgage Loans, by aggregate principal balance as Loan shall have been underwritten in accordance with the underwriting guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin ranging from 2.00% to 2.50% per annum;
(ii) Have a weighted average credit score greater than 715;
(iii) Have no less than sixty days delinquent in their monthly payments as 75% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 70% of the Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 45% of the Subsequent Mortgage Loans, by aggregate principal balance as Loans be cash out refinance;
(vi) Have all of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; 80% be covered by a Primary Insurance Policy;
(vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, Have a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or maximum mortgage rate greater than ___or equal to 10.75%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; and
(viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Be acceptable to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveAgencies.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust, Series 2005-7)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, and the Company shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller's Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company's Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC and (ii) is not a prohibited transaction within the meaning of Section 860F(a)(2) of the Code or a contribution resulting in a material adverse tax consequence to under Section 860G(d) of the Trust Fund or Code, both as evidenced by an Opinion of Counsel provided for the CertificateholdersTrustee at the expense of the Seller;
(v) the Pre-Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage Loans.
(c) Closing Date. The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) no less than approximately 97.80% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Dateno later than February 1, a weighted average term since origination not in excess of ___ months2034; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a fixed Mortgage Rate less than ____of at least 4.00% or greater than ___or, if an adjustable loan, a Gross Margin of at least 1.00%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 65% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______80.65%; (ivxii) have no less than 35.50% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____%60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 55% or 51% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the applicable effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 7.35%; (exiv) pursuant to the Underwriting Guidelines, no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be AAA, A+, ALT-A, AA and M1 credit risks, no fewer than 10% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be A, A- and M2 credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be B, B-, C, C-, M3 and M4 credit risks; (xv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 625; (xvi) at least 87% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvii) no more than 45% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xviii) at least 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xix) no more than 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xx) the ratings agencies shall have consented either in writing or verbally to the transfer of the Subsequent Mortgage Loans; (xxi) at least 67% of the Subsequent Mortgage Loans shall have prepayment penalties; and (xxii) none of the Subsequent Mortgage Loans will have a Loan-to-Value Ratio or a combined Loan-to-Value Ratio in excess of 100%. The acceptance of the Subsequent Mortgage Loans by the Trustee is subject to the Seller receiving a written or verbal consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Underwritten Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Trustee and included in the Trust Fund, if (i) the inclusion Trustee is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Initial Mortgage Loans and (ii) the Seller receives and provides to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class of the Underwritten Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs .
(c) Within five Business Days after the end of the Pre-Funding Period, the Seller shall deliver to the Rating Agencies, the Trustee and (d) abovethe Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Corp Home Equity Loan Ser 2003-4)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool mortgage pool by the Depositor Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorSeller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool mortgage pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph in
(a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iiiii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IK, the Depositor Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iviii) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(viv) the Pre-Funding Period shall not have terminated;
(viv) the Depositor Seller shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;; and
(viivi) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the DepositorSeller, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, and the Company shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller's Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company's Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result in cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a material adverse tax consequence to REMIC and (ii) is not a prohibited transaction within the Trust Fund or meaning of Section 860F(a)(2) of the CertificateholdersCode, both as evidenced by an Opinion of Counsel provided for the Trustee at the expense of the Seller;
(v) the Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage LoansClosing Date.
(c) The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) approximately 96% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ monthsno later than September 2033; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a fixed Mortgage Rate less than ____of at least 4.00% or greater than ___or, if an adjustable loan, a Gross Margin of at least 1.00%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 65% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______80%; (ivxii) have no less than 54% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 51%, 55% or 55% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the applicable effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 7.00%; (exiv) pursuant to the Underwriting Guidelines, no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be AAA, A+, ALT-A and AA credit risks, no fewer than 10% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be A and A- credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be B, B-, C, and C- credit risks; (xv) no greater than 10% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be FICO Enhanced loans pursuant to the Underwriting Guidelines; (xvi) no more than 12% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be FICO only loans; (xvii) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 630; (xviii) at least 85% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xix) no more than 45% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xx) at least 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xxi) no more than 75% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xxii) the ratings agencies shall have consented in writing to the transfer of the Subsequent Mortgage Loans; and (xxiii) at least 75% of the Subsequent Mortgage Loans shall have prepayment penalties. The acceptance of the Subsequent Mortgage Loans by the Trustee is subject to the Seller receiving and providing to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Underwritten Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Trustee and included in the Trust Fund, if (i) the inclusion Trustee is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Closing Date Mortgage Loans and (ii) the Seller receives and provides to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class of the Underwritten Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and .
(d) aboveWithin five Business Days after the end of the Funding Period, the Seller shall deliver to the Rating Agencies, the Trustee and the Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Corp Home Eq Ln as Bk Ce Se 03 2)
Conveyance of the Subsequent Mortgage Loans. (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 Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor Seller, at the direction of the Sponsor, shall on any each such Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund but subject to the other terms and provisions of this Agreement Trust, all of the right, title and interest of the Depositor Seller, in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorIndenture Trustee, the Master Servicer, the Trustee Sponsor and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans (except for tax and accounting purposes) by the Depositor Seller to the Trust. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Trust Fundas of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee holds the Subsequent Mortgage Loans on behalf of the Trust for the benefit of the Noteholders and the Note Insurer. The Seller agrees to take or cause to be taken such actions and to execute such documents, including, without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Trust in the Subsequent Mortgage File for Loans. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loan Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.10. The Trust shall be delivered entitled to all scheduled principal payments due after the Subsequent Cut-off Date, all other payments of principal due and collected after the Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans after the Subsequent Cut-off Date, minus that portion of any such payment which is allocable to the Trustee or the Custodian at least three Business Days period prior to the related Subsequent Transfer Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust pursuant to the terms of this Agreement. The purchase price paid by the Indenture Trustee on behalf of the Trust, from amounts released from the related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred into the related Sub-Trust (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool Trust, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Indenture Trustee and the Note Insurer with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Indenture Trustee with respect to the Subsequent Mortgage Loans;
(ii) each of the Depositor Seller and the Sponsor shall have delivered to the Indenture Trustee and the Note Insurer a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Sections 2.10, 3.02, 3.06 and 4.01, as applicable and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller's Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Sponsor's Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Sponsor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;; and
(viv) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Indenture Trustee, the satisfaction of Note Insurer and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Trustee Rating Agencies and the Rating Agencies Indenture Trustee with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Trustee Indenture Trustee, the Note Insurer and the Rating Agencies on the Closing Date (1) regarding certain corporate and security interest matters and (2) confirming the existence of a true sale of the Subsequent Mortgage Loanssale.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Noteholders or Note Insurer; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.10(b)(v) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of shall satisfy the following criteria:
(i) no Subsequent CutMortgage Loan shall be a cash-off Date, a weighted average term since origination not in excess of ___ months; out refinance and manufactured housing loan;
(viii) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or Loan-to-Value ratio greater than ___90%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.and
(diii) Following the purchase as described in Exhibit G attached hereto. The acceptance of the Subsequent Mortgage Loans by the Trust FundIndenture Trustee is subject to the Seller receiving and providing to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Notes without taking into account the Note Insurance Policy.
(d) Within five Business Days after the end of the Funding Period, the Seller shall cause to be delivered to the Rating Agencies, the Note Insurer and the Indenture Trustee a copy of the updated Mortgage Loans (Loan Schedule including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance Loans in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Dateelectronic format.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Home Lenders Accredited Mort Loan Trust 2002-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below below, in consideration of the Indenture Trustee's delivery on the a Subsequent Transfer Dates Date to or upon the order of the Depositor Sponsor of all or a portion of the balance amount in respect of funds Principal Collections in the Pre-Funding AccountAccount the Sponsor shall, to the Depositor shall extent of the availability thereof, on any the related Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust Fund but without recourse (subject to the other terms Sections 2.03 and provisions of this Agreement 2.05) all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all its right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Asset Balances of the Subsequent Mortgage Loans identified on and all Interest Collections and Principal Collections in respect thereof received after the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of Cut- Off Date for the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days (excluding payments in respect of accrued interest due prior to the related Transfer Date) or, with respect to any Additional Balances with respect thereto, on or after the date of transfer to the Trust. Future advances made to a Mortgagor under a Loan Agreement relating to a Subsequent Mortgage Loans shall be part of the related Asset Balance and transferred to the Trust pursuant to this Section 2.10, and, therefore, part of the Trust Property upon the sale thereof to the Sponsor under the Purchase Agreement. On each Subsequent Transfer Date. The purchase price paid by , the Indenture Trustee from amounts released from shall acknowledge that the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Sponsor has conveyed its right, title and interest in and to each Subsequent Mortgage Loans so transferred (as identified on and to the Mortgage Loan Schedule provided by corresponding Related Documents and certain other rights to the Depositor). This Agreement Indenture Trustee pursuant to this Agreement, and the Indenture Trustee shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) hold such documents hereunder for the benefit of the CodeNoteholders.
(b) The Depositor shall obligation of the Indenture Trustee to accept the transfer to the Trustee for deposit in the Mortgage Pool of the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon above is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Indenture Trustee shall have been provided the Trustee with a timely Addition Notice and letter from the Credit Enhancer consenting to such transfer of the Subsequent Mortgage Loans (which consent shall not be unreasonably withheld or delayed);
(ii) the Indenture Trustee shall have been provided any information reasonably requested by with a Mortgage Loan Schedule, listing the Trustee with Subsequent Mortgage Loans delivered or to be delivered on such Subsequent Transfer Date;
(iii) the Sponsor shall have deposited in the Collection Account all Principal Collections and Interest Collections in respect of such Subsequent Mortgage Loans received after the Cut-Off Date (excluding payments in respect of accrued interest due prior to the related Transfer Date) for the Subsequent Mortgage Loans;
(iiiv) the Depositor shall have delivered representations and warranties of the Sponsor in Section 2.05 hereof, to the Trustee a duly executed Subsequent Transfer Instrumentextent such representations and warranties do not pertain exclusively to the Initial Mortgage Loans, which shall include a Mortgage Loan Schedule listing are true and correct with respect to the Subsequent Mortgage Loans, and the Master Servicer, in its capacity Loans as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to of the related Subsequent Transfer Date;
(iiiv) as of the Indenture Trustee shall have been provided with a letter from each Subsequent Transfer Date, as evidenced by delivery Rating Agency (except from Xxxxx'x on a quarterly basis only) confirming that the transfer of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer Mortgage Loans shall not result in a material adverse tax consequence to reduction or withdrawal of its then-current rating of the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminatedNotes;
(vi) the Depositor Servicer shall not have selected the Subsequent Mortgage Loans acknowledge in a manner writing that it has delivered the related Mortgage Files to the Indenture Trustee and complied with all other requirements with respect to the assignment of the related Mortgages specified therein;
(vii) the Servicer shall represent and warrant that no selection procedures reasonably believed by the Servicer to be adverse to the interests of the Certificateholders;Noteholders or the Credit Enhancer were utilized in selecting the Subsequent Mortgage Loans; and
(viiviii) the Depositor Sponsor shall have delivered to the Indenture Trustee a Subsequent Transfer Instrument an Officer's Certificate confirming the satisfaction of the conditions each condition precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
paragraph (viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loansb).
(c) The obligation of the Trust Fund to purchase a any Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to the satisfaction following requirements: (i) the remaining term to maturity of each such Subsequent Mortgage Loan may not exceed 310 months; (ii) the weighted average margin of the conditions set forth in paragraph Subsequent Mortgage Loans (d) below and the accuracy of the following representations and warranties by aggregate Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (iLoans) the plus any Subsequent Mortgage Loan may not be 30 or more days delinquent as Loans that are HELOCs previously transferred to the Trust is at least 2.80%; and the aggregate weighted average interest rate of the related Subsequent Cutall subsequent mortgage loans that are closed-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ monthsend loans is at least 10.00%; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Combined Loan-to-Value Ratio of the Subsequent Mortgage Loans (by aggregate Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans) plus any Subsequent Mortgage Loans previously transferred to the Trust is not more than ______86.0%; (iv) no such Subsequent Mortgage Loans will have no Mortgage Loan with a principal balance Cut-Off Date Asset Balance in excess of $_______ and 350,000; (v) have a weighted average Gross Margin at least 1.0% of not less than _____%, in each case, as applicable, such Subsequent Mortgage Loans plus any Subsequent Mortgage Loans previously transferred to the Trust (by aggregate principal balance of the Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans Loans) are not more than 30 days delinquent (on a contractual basis) as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any Off Date for such Subsequent Mortgage Loan would adversely affect Loans; and (vi) the ratings Subsequent Mortgage Loans shall maintain an average FICO score of any Class 690. On the last Distribution Date of Certificates. At least one Business Day prior to the related Subsequent Transfer DateFunding Period, each Rating Agency the Sponsor shall notify have provided the Indenture Trustee, the Master Servicer Rating Agencies and the Depositor as Credit Enhancer with an Opinion of Counsel to which the effect that the transfers of the Subsequent Mortgage Loans, if any, shall not be included Loans during the Funding Period constitute a sale of the Asset Balances of the Subsequent Mortgage Loans to the Sponsor and a sale of or grant of a security interest in the transfer on Subsequent Mortgage Loans to the related Subsequent Transfer DateIndenture Trustee; provided, however, that in the Master Servicerevent of a change -------- ------- of law during the Funding Period that materially affects the method of perfecting the security interest in the Subsequent Mortgage Loans, the Sponsor shall (i) provide the Indenture Trustee, the Rating Agencies and the Credit Enhancer with an Opinion of Counsel to the effect that such transfer constitutes a sale of the Asset Balances of the Subsequent Mortgage Loans to the Sponsor and a sale of or grant of a security interest in its capacity as Sellerthe Subsequent Mortgage Loans to the Indenture Trustee, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (dii) abovetake such action as is necessary to perfect the interests of the Trust in the Subsequent Mortgage Loans.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Headlands Mortgage Securities Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee Trust for deposit in the Mortgage Pool applicable Loan Group or Sub-Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, on its behalf, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee on behalf of the Trust for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Pre-Funding AccountAccount in an amount equal to the Subsequent Mortgage Loans purchased on the related Subsequent Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(iA) the The mortgaged property is proven to be free of material damage;
(B) Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date;
(C) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(D) Each Subsequent Mortgage Loan must be a One-Month LIBOR, Six Month LIBOR, One Year LIBOR or One Year Treasury adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(E) No Subsequent Mortgage Loan will have a first payment date occurring after October 1, 2005;
(F) The latest maturity date of any Subsequent Mortgage Loan will be no later than September 1, 2035;
(G) Such Subsequent Mortgage Loan will have a credit score of not less than 620;
(H) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date provided, however that ranging from approximately ___2.25% per annum to approximately 2.75% per annum;
(I) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-Off Date greater than 10.500%; and
(J) Such Subsequent Mortgage Loans, by aggregate principal balance as Loan shall have been underwritten in accordance with the underwriting guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin ranging from 2.25% to 2.75% per annum;
(ii) Have a weighted average credit score greater than 700;
(iii) Have no less than sixty days delinquent in their monthly payments as 30.20% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 73% of the Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 12% of the Subsequent Mortgage Loans, by aggregate principal balance as Loans be cash out refinance;
(vi) Have all of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; 80% be covered by a Primary Insurance Policy;
(vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, Have a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or maximum mortgage rate greater than ___or equal to 11%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; and
(viii) Be acceptable to the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) Rating Agencies as evidenced by written confirmation that the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance inclusion of the Mortgage Loans as in the Trust will not cause a Rating Agency to withdraw or reduce the rating of the related Subsequent Cut-off Dateany Class of Certificates.
(e) Notwithstanding The Depositor has filed all reports required to be filed by Section 13 or Section 15(d) of the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency Exchange Act during the preceding 12 months (or for such shorter period if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer required) and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior has been subject to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing filing requirements for the characteristics specified in paragraphs (c) and (d) abovepast 90 days.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, Account the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to otherwise convey, or shall request or cause the Trust Fund but subject to the other terms and provisions of this Agreement acquire from a Warehouse Trust all of the right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Trustee on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received collected and interest accruing accrued on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all right, title and interest in and to all Mortgage Insurance Policies; provided, however, that the Sponsor reserves and retains all its right, title and interest in and to principal collected and interest accrued on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Date. Off Date and provided, further, that the Subsequent Mortgage Loans shall be assigned only to Group I. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the DepositorSponsor, the Master Servicer, the Trustee Owners and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fundsale. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts amount released from the Pre-Funding Account shall be one-hundred percent (100%) of equal to the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred (as identified on transferred, and in no event shall the Sponsor or any Warehouse Trust transfer to the Trust Subsequent Mortgage Loans having an aggregate Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract Balance in accordance with Section 860G(a)(3)(A)(ii) excess of the CodeGroup I Original Pre-Funded Amount.
(b) The Depositor Sponsor shall transfer or cause to be transferred to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:.
(i) the Depositor Sponsor shall have provided the Trustee Trustee, the Certificate Insurer, Moodx'x xxx Standard & Poor's with a timely an Addition Notice and shall have provided any information reasonably requested by the Trustee in an electronic data file with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Sponsor shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit J (the "Subsequent Transfer InstrumentAgreement"), which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.of
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $832,621,611.26, a maximum of $560,592,251.75 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $272,029,359.51 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, and the Company shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company’s Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC and (ii) is not a prohibited transaction within the meaning of Section 860F(a)(2) of the Code or a contribution resulting in a material adverse tax consequence to under Section 860G(d) of the Trust Fund or Code, both as evidenced by an Opinion of Counsel provided for the CertificateholdersTrustee at the expense of the Seller;
(v) the Pre-Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage Loans.
(c) Closing Date. The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) no less than approximately 95.00% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Dateno later than October 1, a weighted average term since origination not in excess of ___ months2035; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a Mortgage Rate less than ____% or greater than ___of at least 4.00%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 75% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______83.00%; (ivxii) have no less than 70.00% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____%60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 55% or 51% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 7.50%; (exiv) pursuant to the Underwriting Guidelines, no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be ALT-A and M1 credit risks, no fewer than 10% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M2 credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M3 and M4 credit risks; (xv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 623; (xvi) at least 85.00% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvii) no more than 50.00% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15.00% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xviii) at least 60.00% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xix) no more than 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xx) the ratings agencies shall have consented either in writing or verbally to the transfer of the Subsequent Mortgage Loans; and (xxi) at least 60.00% of the Subsequent Mortgage Loans shall have prepayment penalties. The acceptance of the Subsequent Mortgage Loans by the Trustee is subject to the Seller receiving a written or verbal consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Offered Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Trustee and included in the Trust Fund, if (i) the inclusion Trustee is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Initial Mortgage Loans and (ii) the Seller receives and provides to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class of the Offered Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs .
(c) Within five Business Days after the end of the Pre-Funding Period, the Seller shall deliver to the Rating Agencies, the Trustee and (d) abovethe Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (NovaStar Mortgage Funding Trust, Series 2005-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject ------------------------------------------- to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below below, in consideration of the Trustee's delivery on the a Subsequent Transfer Dates Date to or upon the order of the Depositor Transferor of all or a portion of the balance amount in respect of funds Principal Collections in the Pre-Funding AccountAccount the Transferor shall, to the Depositor shall extent of the availability thereof, on any the related Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust Fund but without recourse (subject to the other terms Sections 2.02 and provisions of this Agreement 2.04) all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all its right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Asset Balances of the Subsequent Mortgage Loans identified on and all Interest Collections and Principal Collections in respect thereof received after the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of Cut- Off Date for the Subsequent Mortgage Loans by the Depositor (excluding payments in respect of accrued interest due prior to the Trust Fundrelated Transfer Date) or, with respect to any Additional Balances with respect thereto, on or after the date of transfer to the Trust. The related Mortgage File for each Future advances made to a Mortgagor under a Loan Agreement relating to a Subsequent Mortgage Loan shall be delivered part of the related Asset Balance and transferred to the Trust pursuant to this Section 2.10, and, therefore, part of the Trust property upon the sale thereof to the Transferor under the Purchase Agreement. On each Subsequent Transfer Date, the Trustee shall acknowledge that the Transferor has conveyed its right, title and interest in and to each Subsequent Mortgage Loan and to the corresponding Related Documents and certain other rights to the Trustee or the Custodian at least three Business Days prior pursuant to the related Subsequent Transfer Date. The purchase price paid by this Agreement, and the Trustee from amounts released from shall hold such documents hereunder for the Pre-Funding Account shall be one-hundred percent (100%) benefit of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the CodeCertificateholders.
(b) The Depositor shall transfer to obligation of the Trustee for deposit in to accept the Mortgage Pool transfer of the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon above is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Trustee shall have been provided with a letter from the Credit Enhancer consenting to such transfer of the Subsequent Mortgage Loans (which consent shall not be unreasonably withheld or delayed);
(ii) the Trustee shall have been provided with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to revised Mortgage Loan Schedule, listing the Subsequent Mortgage Loans;
(iiiii) the Depositor Transferor shall have delivered deposited in the Collection Account all Principal Collections and Interest Collections in respect of such Subsequent Mortgage Loans received after the Cut-Off Date (excluding payments in respect of accrued interest due prior to the Trustee a duly executed Subsequent related Transfer Instrument, which shall include a Mortgage Loan Schedule listing Date) for the Subsequent Mortgage Loans;
(iv) the representations and warranties of the Transferor in Section 2.04 hereof, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior extent such representations and warranties do not pertain exclusively to the Initial Mortgage Loans, are true and correct with respect to the Subsequent Mortgage Loans as of the related Subsequent Transfer Date;
(iiiv) as of the Trustee shall have been provided with a letter from each Subsequent Transfer Date, as evidenced by delivery Rating Agency (except from Xxxxx'x on a quarterly basis only) confirming that the transfer of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer Mortgage Loans shall not result in a material adverse tax consequence to reduction or withdrawal of its then-current rating of the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminatedInvestor Certificates;
(vi) the Depositor Servicer shall not have selected the Subsequent Mortgage Loans acknowledge in a manner writing that it has delivered the related Mortgage Files to the Trustee and complied with all other requirements with respect to the assignment of the related Mortgages specified therein;
(vii) the Servicer shall represent and warrant that no selection procedures reasonably believed by the Servicer to be adverse to the interests of the Certificateholders;
(vii) Investor Certificateholders or the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified Credit Enhancer were utilized in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of selecting the Subsequent Mortgage Loans;; and
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor Transferor shall have delivered to the Trustee an Opinion Officer's Certificate confirming the satisfaction of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially each condition precedent specified in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loansthis paragraph (b).
(c) The obligation of the Trust Fund to purchase a any Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to the satisfaction following requirements: (i) the remaining term to maturity of each such Subsequent Mortgage Loan may not exceed 300 months; (ii) the weighted average margin of the conditions set forth in paragraph Subsequent Mortgage Loans that are HELOCs (d) below and the accuracy of the following representations and warranties by aggregate Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (iLoans) the plus any Subsequent Mortgage Loan may not be 30 or more days delinquent as Loans that are HELOCs previously transferred to the Trust is at least 2.00% and the weighted average interest rate of the related Subsequent Cut-off Date provided, however that approximately ___% of the all Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent CutLoans that are Closed-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ monthsEnd Loans is at least 10%; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Combined Loan-to-Value Ratio of the Subsequent Mortgage Loans (by aggregate Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans) plus any Subsequent Mortgage Loans previously transferred to the Trust is not more than ______90.00%; (iv) have no such Subsequent Mortgage Loan with will have a principal balance Cut-Off Date Asset Balance in excess of $_______ and 240,000; (v) have a weighted average Gross Margin at least 100% of not less than _____%, in each case, as applicable, such Subsequent Mortgage Loans plus any Subsequent Mortgage Loans previously transferred to the Trust (by aggregate principal balance Cut-Off Date Asset Balance with respect to such Subsequent Mortgage Loans) are not more than 30 days delinquent (on a contractual basis) in the payment of the Mortgage Loans a Minimum Monthly Payment as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any Off Date for such Subsequent Mortgage Loan would adversely affect Loans; and (vii) any Subsequent HELOC more than 30 days delinquent that is so purchased by the ratings of any Class of Certificates. At least one Business Day Trust shall not have had its Credit Limit terminated or suspended prior to the related Subsequent Transfer DateDate with respect to such Mortgage Loan. On the last Distribution Date of the Funding Period, each Rating Agency the Transferor shall notify have provided the Trustee, the Master Servicer Rating Agencies and the Depositor as Credit Enhancer with an Opinion of Counsel to which the effect that such transfer constitutes a sale of the Asset Balances of the Subsequent Mortgage Loans, if any, shall not be included Loans to the Transferor and a sale of or grant of a security interest in the transfer on Subsequent Mortgage Loans to the related Subsequent Transfer DateTrustee; provided, however, that in the Master Servicer-------- ------- event of a change of law during the Funding Period that materially affects the method of perfecting the security interest in the Subsequent Mortgage Loans, the Transferor shall either (i) provide the Trustee, the Rating Agencies and the Credit Enhancer with an Opinion of Counsel to the effect that such transfer constitutes a sale of the Asset Balances of the Subsequent Mortgage Loans to the Transferor and a sale of or grant of a security interest in its capacity the Subsequent Mortgage Loans to the Trustee, or (ii) take such action as Seller, shall have delivered is necessary to each Rating Agency at least three Business Days prior to such perfect the interests of the Trust in the Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and Mortgage Loans.
(d) aboveThe Transferor shall inform the Trustee of the addition of any Overcollateralization Loans and the Trustee shall note the corresponding increase in the Transferor Subordinated Amount.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Securities Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment Agreements with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(viiiii) the The Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the will not select such Subsequent Mortgage Loans conform in a manner that it believes to be adverse to the characteristics set forth in paragraphs (c) and (d) below; andinterests of the Certificateholders;
(ixiii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies are provided with respect an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans, to be delivered as provided pursuant to this Section 2.07;
(iv) the Rating Agencies and the Trustee are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, confirming that the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee conveyed on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any such Subsequent Transfer Date is subject a true sale, to the satisfaction be delivered as provided pursuant to this Section 2.07;
(v) As of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each Subsequent Mortgage Loan must be a One Year LIBOR adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after March 1, 2005;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than January 2035;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 629;
(7) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date provided, however that of approximately ___2.250% per annum;
(8) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-Off Date greater than 6.375%; and
(9) Such Subsequent Mortgage Loans, by aggregate principal balance as Loan shall have been underwritten in accordance with the underwriting guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin of 2.250% per annum;
(ii) Have a weighted average credit score greater than 736;
(iii) Have no less than sixty days delinquent in their monthly payments as 98.72% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 95.04% of the Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 22.08% of the Subsequent Mortgage Loans, by aggregate principal balance as Loans be cash out refinance;
(vi) Have all of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; 80% be covered by a Primary Insurance Policy;
(vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, Have a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or maximum mortgage rate greater than ___or equal to 10.185%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; and
(viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Be acceptable to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveAgencies.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ARM Trust, Series 2005-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (ix) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (viv) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____4.500% per annum or greater than ___%14.000% per annum; (vi) each of the Subsequent Mortgage Loans will have a first payment date occurring on or before May 1, 2004; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.000% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 10.500% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 3.650% per annum, (x) the Subsequent Mortgage Loan will may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination origination, the date of purchase or purchased by the Depositor; date of acquisition of the servicing and (viiixii) the such Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____6.750% per annum and not more than _____%6.900% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.00%; (iv) have no Mortgage Loan with an original principal balance which does not conform to Fannie Mae and Freddie Mac guidelixxx; (v) xill cxxxxxx of Mortgage Loans covered by the PMI Policy representing no less than 23.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans, (vi) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; and (vii) have no more than 25.50% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 4.800% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 6.750% per annum and not more than 6.900% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,250,000; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 21.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; (vi) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 25.50% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance 4.800% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Acceptance Loan Trust 2004-2)
Conveyance of the Subsequent Mortgage Loans. (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 Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor Seller, at the direction of the Sponsor, shall on any each such Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund but subject to the other terms and provisions of this Agreement Trust, all of the right, title and interest of the Depositor Seller, in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.05 above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorIndenture Trustee, the Master Servicer, the Trustee Sponsor and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans (except for tax and accounting purposes) by the Depositor Seller to the Trust. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Trust Fundas of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee holds the Subsequent Mortgage Loans on behalf of the Trust for the benefit of the Noteholders and the Note Insurer. The Seller agrees to take or cause to be taken such actions and to execute such documents, including, without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Trust in the Subsequent Mortgage File for Loans. The Indenture Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loan Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.10. The Trust shall be delivered entitled to all scheduled principal payments due after the Subsequent Cut-off Date, all other payments of principal due and collected after the Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans after the Subsequent Cut-off Date, minus that portion of any such payment which is allocable to the Trustee or the Custodian at least three Business Days period prior to the related Subsequent Transfer Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust pursuant to the terms of this Agreement. The purchase price paid by the Indenture Trustee on behalf of the Trust, from amounts released from the related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred into the related Sub-Trust (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in the Mortgage Pool Trust, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Indenture Trustee and the Note Insurer with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Indenture Trustee with respect to the Subsequent Mortgage Loans;
(ii) each of the Depositor Seller and the Sponsor shall have delivered to the Indenture Trustee and the Note Insurer a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit H or I, which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Sections 2.10, 3.02, 3.06 and 4.01, as applicable and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Sponsor's Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit H and the Seller's Subsequent Transfer Instrument is the form of Exhibit I, neither the Depositor Seller nor the Sponsor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;; and
(viv) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Indenture Trustee, the satisfaction of Note Insurer and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Trustee Rating Agencies and the Rating Agencies Indenture Trustee with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Trustee Indenture Trustee, the Note Insurer and the Rating Agencies on the Closing Date (1) regarding certain corporate and security interest matters and (2) confirming the existence of a true sale of the Subsequent Mortgage Loanssale.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Noteholders or Note Insurer; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.10(b)(v) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of shall satisfy the following criteria:
(i) no Subsequent CutMortgage Loan shall be a cash-off Date, a weighted average term since origination not in excess of ___ months; out refinance and manufactured housing loan;
(viii) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or Loan-to-Value ratio greater than ___90%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.and
(diii) Following the purchase as described in Exhibit G attached hereto. The acceptance of the Subsequent Mortgage Loans by the Trust FundIndenture Trustee is subject to the Seller receiving and providing to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Notes without taking into account the Note Insurance Policy.
(d) Within five Business Days after the end of the Funding Period, the Seller shall cause to be delivered to the Rating Agencies, the Note Insurer and the Indenture Trustee a copy of the updated Mortgage Loans (Loan Schedule including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance Loans in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Dateelectronic format.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Home Lenders Accredited Mort Loan Trust 2002-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___1.49% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___0.49% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ 345 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___90.00%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 15 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____7.50% or greater than ___16.00%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ February 1, 1999 and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____9.556% and not more than _____9.750%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______74.265%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 602,000 and (v) have a weighted average Gross Margin of not less than _____6.467%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Salomon Brothers Mort Sec Vii Inc Fl Rte Cert Se 1999-Aq2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteeTrust Administrator's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee and delivery to the Trust Administrator for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Trust Administrator and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee Trust Administrator or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust Administrator from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-one- hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee and deliver to the Trust Administrator for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Trust Administrator shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trust Administrator and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee Trust Administrator and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee Trust Administrator and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee Trust Administrator and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee Trust Administrator and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trust Administrator and the NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Trust Administrator and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have delivered to the Trust Administrator the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 175 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 3 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____6.00% or greater than ___14.99%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ May 2002 and (ix) the Subsequent Mortgage Loan will shall have been be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust FundFund for deposit in Loan Group I, the Group I Mortgage Loans (including the related Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.85% and not more than _____8.00%, by aggregate principal balance of the Mortgage Loans; (iii) have a weighted average Loan-to-Value Ratio of not more than ______77.64% and (iv) have no Mortgage Loan with a principal balance in excess of $576,000, in each case, as applicable, by aggregate principal balance of the Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of the Subsequent Mortgage Loans by the Trust Fund for deposit in Loan Group II, the Group II Mortgage Loans (including the related Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 9.22% and not more than 9.40%, by aggregate principal balance of the Mortgage Loans; (iii) have a weighted average Loan-to-Value Ratio of not more than 78.48%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 570,000 and (v) have a weighted average Gross Margin of not less than _____6.35%, in each case, as applicable, by aggregate principal balance of the Group II Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or each Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trust Administrator and the Master Servicer; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc as-Bk Ps-Th Ct Sr 2002-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in In consideration of the Trustee's delivery on the related Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the purchase price for the Subsequent Mortgage Loans to be conveyed to the Trust on such date up to the balance of funds on deposit in the Pre-Funding AccountAccount on such related Subsequent Transfer Date, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, by execution of an assignment substantially in the form of the Subsequent Transfer Agreement attached hereto as Exhibit M, and the Trust Fund but subject to the other terms and provisions of this Agreement shall purchase all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on and all the rights, benefits, and obligations arising from and in connection with each Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer DateLoan, including (iia) all principal due collected and interest accruing due on the Subsequent Mortgage Loans on and after the related Subsequent Cut-off Off Date and (iii) any and all items with respect to such other benefits accruing from the Subsequent Mortgage Loans which the Seller is causing to be delivered pursuant to Section 2.01 and the other items in Trustee or the Custodian as designee of the Trustee, together with the related Mortgage FilesDocuments and the Seller's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; providedand (b) proceeds of all the foregoing (including, howeverbut not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy, relating to the Subsequent Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Subsequent Mortgage Loan Assets" and, together with the Initial Mortgage Loan Assets, the "Mortgage Loan Assets"). The parties intend and agree that the Depositor reserves and retains all conveyance of the Depositor's right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior pursuant to this Agreement shall constitute an absolute sale. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby is determined not to be a conveyance of ownership, the Depositor hereby grants to the related Trust a first priority perfected security interest in the Subsequent Cut-off DateMortgage Loans. The transfer to the Trustee "purchase price" for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate Stated Principal Balance of principal amount outstanding on the Subsequent Mortgage Loans so transferred (as identified of the related Subsequent Cut-Off Date and shall be payable in immediately available funds on the related Subsequent Transfer Date. The amount released to or upon the order of the Depositor from the Pre-Funding Account on any Subsequent Transfer Date (or from other amounts payable to the Depositor on the Closing Date) in connection with any conveyance of Subsequent Mortgage Loan Schedule provided Loans to be included in the Mortgage Pool shall not exceed the Original Pre-Funded Amount. The amount so released to or upon the order of the Depositor in connection with any conveyance of Subsequent Mortgage Loans shall, for federal income tax purposes, be considered cash contributed to REMIC I by the Depositor)Depositor and used by the Trustee to acquire the related Subsequent Mortgage Loans for a purchase price established pursuant to this Section 2.03. This Agreement On each Subsequent Transfer Date, the Seller shall constitute transfer to the Depositor pursuant to a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of Subsequent Purchase Agreement, and the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust pursuant to a Subsequent Transfer Agreement, the Subsequent Mortgage Loans to be transferred as of such Subsequent Transfer Date and the other property and rights related thereto as described in paragraph (a) aboveSubsequent Mortgage Loan Assets, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related such Subsequent Transfer Date:
(ia) the Depositor Master Servicer shall have provided provide the Trustee and the Rating Agencies with a timely an Addition Notice in the form attached as Exhibit N hereto and shall have provided provide any information reasonably requested by the Trustee Trustee, the Depositor or the Rating Agencies with respect to the related Subsequent Mortgage Loans;
(iib) the Depositor Master Servicer shall have delivered deliver to the Trustee and the Rating Agencies a duly executed Subsequent Transfer Instrument, which Agreement and any other related documentation in the forms of the exhibits listed thereon;
(c) each of the Seller and the Depositor shall include a Mortgage Loan Schedule listing deposit in the Certificate Account all collections in respect of the Subsequent Mortgage Loans, and Loans received by it on or after such Subsequent Cut-Off Date (whether in the Master Servicer, nature of amounts held by it for later application on behalf of the related Mortgagor in its capacity as Seller, shall have delivered respect of a computer file containing monthly payment due on or after such Subsequent Cut-Off Date or otherwise) except for amounts in respect of interest accrued on such Subsequent Mortgage Loan Schedule to the Trustee at least three Business Days Loans prior to the related such Subsequent Transfer Cut-Off Date;
(iiid) each of the Seller and the Depositor shall certify that, as of each such Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrumentit was not insolvent, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered was made insolvent by such transfer nor shall and it be is not aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(ve) the Funding Period shall not have terminated;expired; and
(vif) the Depositor shall not have selected the Subsequent Mortgage Loans shall satisfy the criteria set forth in a manner that it believed to be adverse Section 3.06. In addition, the Depositor will provide to the interests of Trustee, the Certificateholders;
(vii) Rating Agencies and the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders Master Servicer data regarding all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to be transferred to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Cit Home Equity Loan Trust 2003-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any each Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and all interest accruing thereon on the Subsequent Mortgage Loans and after the related Subsequent Cut-off Date and all collections in respect of interest and principal due after such Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust Fund by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the such Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Trust Administrator at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or Group II Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group I Subsequent Mortgage Loans or Group II Subsequent Mortgage Loans, respectively, so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). Funds in the Group I Pre-Funding Account shall not be used to purchase Group II Subsequent Mortgage Loans and funds in the Group II Pre-Funding Account shall not be used to purchase Group I Subsequent Mortgage Loans. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the applicable Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Trust Administrator, the NIMS Insurer, the Guarantor and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee Trust Administrator with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Trust Administrator, the NIMS Insurer and the Guarantor a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit M, which shall include a Mortgage Loan Schedule listing the related Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee Trust Administrator at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the related Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor and the Seller shall have delivered to the Trustee Trustee, the Trust Administrator, the Guarantor and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, the Seller shall have assigned to the Trustee Depositor, and the Depositor shall have assigned to the Trustee, in each case, without recourse for the benefit of the Certificateholders all the right, title and interest of the Seller or the Depositor, as the case may be, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date in the related Pre-Funding Period, the Depositor shall have delivered to the Trustee Trustee, the Trust Administrator, the Guarantor and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Trust Administrator, the Guarantor and the NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Trust Administrator, the Guarantor, the NIMS Insurer and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee and the Trust Administrator on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer and the Guarantor to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: :
(i) the Subsequent Mortgage Loan may not must be 30 or more days delinquent current (with no contractual delinquencies outstanding) as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of calendar month preceding the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio ratio greater than ___%90% (in the case of a Group I Mortgage Loan) and 100% (in the case of a Group II Mortgage Loan); (v) the Subsequent Mortgage Loans will have have, as of the related Subsequent Cut-off Date, a weighted average remaining term to maturity since origination not in excess of ___ months360 months (in the case of Group I Mortgage Loans) and 360 months (in the case of Group II Mortgage Loans); (vi) no the Subsequent Mortgage Loan Loan, if a fixed- rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____6.5% per annum or greater than ___%15.5% per annum (in the case of a Group I Mortgage Loan) and not less than 6.0% per annum or greater than 16.0% per annum (in the case of a Group II Mortgage Loan); (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by since the Depositordate of purchase; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ March 1, 2002; (ix) if the Subsequent Mortgage Loan is an Adjustable-rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 4.5% per annum (in the case of a Group I Mortgage Loan) and 4.5% per annum (in the case of a Group II Mortgage Loan), will have a Maximum Mortgage Rate not less than 10.0% per annum (in the case of a Group I Mortgage Loan) and 10.0% per annum (in the case of a Group II Mortgage Loan) and will have a Minimum Mortgage Rate not less than 5.0% per annum (in the case of a Group I Mortgage Loan) and 5.0% per annum (in the case of a Group II Mortgage Loan), (x) if the Subsequent Mortgage Loan is a Group I Mortgage Loan, the Subsequent Mortgage Loan has had an original principal balance that conformed to Xxxxxx Xxx loan limits as of the date of its origination; (xi) if the Subsequent Mortgage Loan is a Group I Mortgage Loan, the Subsequent Mortgage Loan shall be a first-lien Mortgage Loan and (ixxii) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Long Beach Mortgage PoolCompany--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following In addition, following the purchase of the Subsequent Mortgage Loans by the Trust FundTrust, at the end of the Group I Pre-Funding Period and Group II Pre-Funding Period, whichever is later, all of the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the immediately prior Subsequent Cut-off Date: (i) will have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) will have a weighted average Mortgage Rate of not less than _____9.20% per annum and not more than _____%10.25% per annum; (iii) will have a weighted average Loanloan-to-Value Ratio value ratio of not more than ______80.0%; (iv) will have no Mortgage Loan with a principal balance Principal Balance in excess of $_______ and 1,000,000; (v) will consist of Mortgage Loans with prepayment charges representing no less than approximately 80.0% by aggregate Principal Balance of the Mortgage Loans and (vi) have no more than 10.0% of fixed-rate Mortgage Loans by aggregate Principal Balance of the Mortgage Loans. In addition, the Adjustable-rate Mortgage Loans will have a weighted average Gross Margin of not less than _____%, in each case, as applicable, 5.25% per annum by the aggregate principal balance Principal Balance of the Adjustable Rate Mortgage Loans. In addition, following the purchase of Group I Subsequent Mortgage Loans by the Trust, at the end of the Group I Pre-Funding Period all of the Group I Mortgage Loans (including the Group I Subsequent Mortgage Loans) as of the related immediately prior Subsequent Cut-off Date: (i) will have a weighted average original term to stated maturity of not more than 360 months; (ii) will have a weighted average Mortgage Rate of not less than 9.20% per annum and not more than 10.5% per annum; (iii) will have a weighted average loan-to-value ratio of not more than 80.0%; (iv) will have no Mortgage Loan with a Principal Balance in excess of $800,000; (v) will consist of Mortgage Loans with prepayment charges representing no less than approximately 80.0% by aggregate Principal Balance of the Group I Mortgage Loans and (vi) have no more than 10.0% of fixed-rate Mortgage Loans by aggregate Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable-rate Mortgage Loans will have a weighted average Gross Margin not less than 5.25% per annum by the aggregate Principal Balance of the Adjustable Rate Mortgage Loans that are Group I Mortgage Loans. In addition, following the purchase of Group II Subsequent Mortgage Loans by the Trust, at the end of the Group II Pre-Funding Period all of the Group II Mortgage Loans (including the Group II Subsequent Mortgage Loans) as of the immediately prior Subsequent Cut-off Date: (i) will have a weighted average original term to stated maturity of not more than 360 months; (ii) will have a weighted average Mortgage Rate of not less than 8.75% per annum and not more than 10.5% per annum; (iii) will have a weighted average loan-to-value ratio of not more than 80.0%; (iv) will have no Mortgage Loan with a Principal Balance in excess of $1,000,000; (v) will consist of Mortgage Loans with prepayment charges representing no less than approximately 80.0% by aggregate Principal Balance of the Group II Mortgage Loans and (vi) have no more than 10.0% of fixed-rate Mortgage Loans by aggregate Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable-rate Mortgage Loans will have a weighted average Gross Margin not less than 5.5% per annum by the aggregate Principal Balance of the Adjustable Rate Mortgage Loans that are Group II Mortgage Loans.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer, the Guarantor or a Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of CertificatesCertificates or the NIM Notes. At least one Business Day prior to the related Subsequent Transfer Date, each of the NIMS Insurer, the Guarantor and each Rating Agency shall notify the Trustee, the Trust Administrator, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each of the NIMS Insurer, the Guarantor and each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mort Loan Tr 2001-4 as Bk Cert Ser 2001-4)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters and the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 175 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.15% or greater than ___12.50%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ April 2004 and (ix) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.52% and not more than _____7.67%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______84.76%, (iv) have no Mortgage Loan with a Principal Balance in excess of $499,574, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 73.14% of the Group I Mortgage Loans and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than 6.36%, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 6.97% and not more than 7.12%; (iii) have a weighted average Loan-to-Value Ratio of not more than 83.38%; (iv) have no Mortgage Loan with a principal balance Principal Balance in excess of $_______ and 749,432; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 78.95% of the Group II Mortgage Loans; and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____6.32%, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Argent Securities Inc Asset Backed Pass Thru Cer Ser 2003-W9)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteePaying Agent's delivery on the a Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to by the Trustee Depositor for deposit in the Mortgage Pool by the Depositor applicable Loan Group of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule to the Trust Fund shall be absolute and is intended by the Depositor, the Master Seller, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee Trust Fund for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Paying Agent shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) [Reserved];
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee Trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each subsequent mortgage loan must be (a) a One-Year MTA adjustable rate negative amortization Mortgage Loan with a first lien on the related Mortgaged Property and (b) must be subject to a negative amortization cap of no more than 110%;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after August 1, 2005;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than July 25, 2045;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 620;
(7) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date provided, however that ranging from approximately ___2.375% per annum to approximately 3.750% per annum;
(8) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-Off Date greater than 9.500%; and
(9) Such Subsequent Mortgage Loans, by aggregate principal balance as Loan shall have been underwritten in accordance with the underwriting guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin ranging from 3.345% to 3.384% per annum;
(ii) Have a weighted average credit score greater than 725;
(iii) Have no less than sixty days delinquent in their monthly payments as 48% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 68% of the Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 43% of the Subsequent Mortgage Loans, by aggregate principal balance as Loans be cash out refinance;
(vi) Have all of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; 80% be covered by a Primary Mortgage Insurance Policy;
(vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, Have a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or maximum mortgage rate greater than ___or equal to 11.700%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; and
(viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Be acceptable to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveAgencies.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GreenPoint MTA Trust 2005-Ar3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that and the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Argent Sec Inc Asset Backed Pas THR Cer Ser 2003-Wi)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $220,136,180, a maximum of $184,260,754 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $35,875,426 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Depositor. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof in the form of Exhibit 2(A), its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid distributed by the Trustee solely from amounts released from the funds in the Pre-Funding Account Account, at the direction of the Servicer, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Sponsor shall transfer to the Trustee for deposit in Depositor, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Sponsor shall have provided the Depositor, and the Depositor shall have provided the Trustee and the Custodian, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Depositor and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee or the Custodian with respect to the Subsequent Mortgage Loans;
(ii) the Sponsor shall have executed, and the Depositor shall have executed and delivered to the Trustee and the Custodian for execution, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), as applicable. Such Subsequent Transfer Instrument shall include a representation by the Depositor confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument (upon which representations neither the Trustee nor the Custodian shall have any liability in relying). Such Subsequent Transfer Instrument shall also include a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Sponsor’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Depositor’s Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Sponsor nor the Depositor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC and (ii) is not a prohibited transaction within the meaning of Section 860F(a)(2) of the Code or a contribution resulting in a material adverse tax consequence to under Section 860G(d) of the Trust Fund or Code, both as evidenced by an Opinion of Counsel provided for the CertificateholdersTrustee at the expense of the Sponsor;
(v) the Pre-Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Sponsor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage Loans.
(c) Closing Date. The obligation of the Trust Fund Trustee to distribute funds from the Pre-Funding Account for the purchase of a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Sponsor shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Sponsor shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) no less than approximately 95.00% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines or shall have been underwritten in accordance with the underwriting guidelines in place at the time of such Subsequent Mortgage Loan’s origination; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Dateno later than September 1, a weighted average term since origination not in excess of ___ months2037; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___of at least 4.00%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 55% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______81.25%; (ivxii) have no less than 5% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 55%, 50% or 51% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 8.95%; (exiv) pursuant to the Underwriting Guidelines, no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be ALT-A and M1 credit risks, no more than 30% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M2 credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M3 and M4 credit risks; (xv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 605; (xvi) at least 85% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvii) no more than 60% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xviii) at least 60% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xix) no more than 85% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xx) the Rating Agencies shall have confirmed either in writing or verbally to the transfer of the Subsequent Mortgage Loans; and (xxi) at least 30% of the Subsequent Mortgage Loans shall have prepayment penalties. The sale by the Depositor of the Subsequent Mortgage Loans is subject to the Sponsor receiving a written or verbal confirmation from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Offered Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected by either Rating Agency if purchased funds from the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Pre-Funding Account on a Subsequent Transfer Date, each Rating Agency shall notify if (i) the Trustee, Trustee is provided with written confirmation that the Master Servicer and the Depositor as to which aggregate credit risk of such Subsequent Mortgage Loans, if any, shall not be included in Loans is similar to that of the transfer on Initial Mortgage Loans and (ii) the related Subsequent Transfer Date; provided, however, Sponsor receives and provides to the Trustee a written confirmation from each of the Rating Agencies that states that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to addition of such Subsequent Transfer Date a computer file acceptable Mortgage Loans will not cause the Rating Agencies to each Rating Agency describing downgrade any of their ratings of the characteristics specified in paragraphs Offered Certificates.
(c) Within five Business Days after the end of the Pre-Funding Period, the Sponsor shall deliver to the Rating Agencies, the Trustee and (d) abovethe Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (NovaStar Certificates Financing CORP)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMs Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMs Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMs Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ix) the Depositor shall have delivered to the Trustee and the NIMs Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.of
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2001-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject On any Subsequent Transfer Date, subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor Sponsor of all or a portion of the balance of funds in the Pre-Funding AccountAccount which shall be [$____________] with respect to Group I Loans and [$___________] with respect to Group II Loans, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to otherwise convey, or shall request or cause the Trust Fund but subject to the other terms and provisions of this Agreement acquire from such Warehouse Trust all of the right, title and interest of the Depositor in and to (i) the each Subsequent Mortgage Loans identified Loan listed on the Schedule of Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Loans delivered by the Depositor Sponsor to the Trustee on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received collected and interest accruing on the each such Subsequent Mortgage Loans Loan on and after the related Subsequent Cut-Off Date and all right, title and interest in and to all Insurance Policies; provided, however, that the Sponsor reserves and retains all its right, title and interest in and to principal collected and interest accruing on each such Subsequent Mortgage Loan prior to the related Subsequent Cut-off Off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Trust of the Subsequent Mortgage Loans identified set forth on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is shall be intended by the Depositor, the Master Servicer, the Trustee Sponsor and the Certificateholders to constitute Owners and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to Sponsor or the Trust FundWarehouse Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts amount released from the Pre-Funding Account shall be one-hundred percent (100%) of equal to the aggregate Stated Principal Balance Loan Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Codetransferred.
(b) The Depositor Sponsor shall transfer or cause to be transferred to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:.
(i) the Depositor Sponsor shall have provided the Trustee Trustee, the Certificate Insurer and [Rating Agency/Agencies] with a timely an Addition Notice and shall have provided any information in an electronic data file form as reasonably requested by any of the Trustee foregoing and in a form agreeable to any of the foregoing with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Sponsor shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit K (the "Subsequent Transfer InstrumentAgreement"), which shall include a Schedule of Mortgage Loan Schedule Loans listing the Subsequent Mortgage Loans, Loans and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Dateany other exhibits listed thereon;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery the Sponsor shall have deposited in the Principal and Interest Account all principal collections and interest accrued (excluding premium recapture and interest accrued prior to the related Subsequent Cut-Off Date) in respect of the Subsequent Mortgage Loans received on or after the related Subsequent Cut-Off Date;
(iv) as of each Subsequent Transfer InstrumentDate, substantially in none of the form of Exhibit Irelated Originator, the Depositor shall not be Master Servicer or the Sponsor was insolvent nor shall it will any of them have been rendered made insolvent by such transfer nor shall it be is any of them aware of any pending insolvency;
(ivv) such sale and transfer shall addition will not result in a material adverse tax consequence to the Trust Fund or the CertificateholdersOwners of the Certificates;
(vvi) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Sponsor shall have delivered to the Trustee a Subsequent Transfer Instrument an Officer's Certificate confirming (A) the satisfaction of the conditions each condition precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title paragraph (b) and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and, and in the related Subsequent Transfer Agreement and (B) confirming that (i) neither the sale of the Subsequent Mortgage Loans by Advanta nor the purchase of the Subsequent Mortgage Loans by the Trust constitutes a "prohibited transaction", as defined in Section 860F(a)(2) of the Code, and (ii) the Subsequent Mortgage Loans are Qualified Mortgages;
(ixviii) the Depositor Sponsor shall have delivered to the Trustee an Opinion Rating Agencies, the Certificate Insurer, and the Trustee, Opinions of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Trustee on the Closing Date regarding Startup Day (bankruptcy, corporate and tax opinions);
(ix) an independent accountant retained by the true sale Sponsor provides the Sponsor with a letter (with copies provided to the Rating Agencies, the Certificate Insurer, the Underwriters and the Trustee) stating whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics described in the Pooling and Servicing Agreement. In preparing such letter, the independent accountant must use the same type of procedures as were applicable to the Initial Mortgage Loans which were transferred to the Trust as of the Startup Day;
(x) The Rating Agencies shall have provided confirmation that the rating of the Certificates will not be adversely affected by such transfer of Subsequent Mortgage Loans; and
(xi) the Certificate Insurer shall have approved the transfer.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Daterequirements: (i) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date providedOff Date; (ii) the remaining term to maturity of such Subsequent Mortgage Loan may not exceed 30 years; (iii) such Subsequent Mortgage Loan may not have a combined loan-to-value ratio ("CLTV") in excess of 100%; (iv) such Subsequent Mortgage Loan may not have a Loan Balance in excess of $500,000; and (v) following the purchase of Subsequent Mortgage Loans for Group I by the Trust, however that approximately the Mortgage Loans in Group I (including the Subsequent Mortgage Loans) (a) will have a weighted average Coupon Rate of at least [___% _%]; (b) will have a weighted average CLTV of not more than [_____%]; (c) will have not less than [_____%], by aggregate principal balance, Mortgage Loans that are considered "fully documented" loans; (d) will have not less than [_____%], by aggregate principal balance, Mortgage Loans that are related to single family detached residences; (e) will have at least [_____%], by aggregate principal balance, Mortgage Loans which are first lien mortgages, (f) will have at least [_____%] by aggregate principal balance of Mortgage Loans which are "A-" classified or better, (g) will have not more than [_____%], by aggregate principal balance, Mortgage Loans that are "C" classified; (h) will have not more than [_____%], by aggregate principal balance, Mortgage Loans that are "D" classified; (i) no more that [_____%] of the Subsequent Mortgage Loans will be Unaffiliated Mortgage Loans; (j) no more than [_____%] by aggregate principal balance of Mortgage Loans will have a CLTV of [_____%] or greater; (k) no more than [_____%] by aggregate principal balance of Mortgage Loans will have a CLTV of [_____%] or greater and (vi) following the purchase of Subsequent Mortgage Loans for Group II by the Trust, the Mortgage Loans in Group II (including the Subsequent Mortgage Loans) (a) will have a weighted average Coupon Rate by aggregate principal balance of Mortgage Loans of at least [_____%]; (b) will have a weighted average CLTV of no more than [_____%]; (c) will not have less than [_____%] by aggregate principal of Mortgage Loans that are considered "fully documented"; (d) will not have less than [_____%] by aggregate principal balance of Mortgage Loans that are related to single family detached residences; (e) will have a weighted average margin of at least [_____%]; (f) no more than [_____%] of the Subsequent Mortgage Loans will be Junior Mortgage Loans; (g) will have at least [_____%] by aggregate principal balance of Mortgage Loans which are "A-" classified or better; (h) will have not more than [_____%], by aggregate principal balance, Mortgage Loans that are "C" classified; (i) will have not more than [_____%], by aggregate principal balance, Mortgage Loans that are "D" classified; (j) no more that [_____%] of the Subsequent Mortgage Loans will be Unaffiliated Mortgage Loans; (k) no more than [_____%] by aggregate principal balance of Mortgage Loans will have a CLTV of [_____%] or greater; (l) no more than [_____%] by aggregate principal balance of Mortgage Loans will have a CLTV of [_____%] or greater. The Certificate Insurer may waive or modify any of the above requirements or specify any additional criteria provided that any such modification shall not materially and adversely affect the Sponsor.
(d) In connection with the transfer and assignment of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Sponsor agrees to satisfy the conditions set forth in Sections 3.5(b)-(j), 3.6, 3.7 and 3.8(b)-(c).
(e) In connection with each Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Transfer Date and approximately ___% of on the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent Payment Dates occurring in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before [__________, ______ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund], the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than [______%; (iv) have no Mortgage Loan with a principal balance in excess of $____, _____] and [_______ and (v) have a weighted average Gross Margin of not less than ____, _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, ] the Master Servicer and the Depositor as to which Subsequent Mortgage LoansTrustee shall co-operate in determining (i) the amount and correct dispositions of Group I Capitalized Interest Requirement, if anythe Group II Capitalized Interest Requirement, shall not be included the Pre-Funding Earnings and the amount then on deposit in the transfer on the related Subsequent Transfer Date; providedPre-Funding Account, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (dii) aboveany other necessary matters in connection with the administration of the Pre-Funding Account and of the Capitalized Interest Account. In the event that any amounts are incorrectly released to the Owners of the [Residual Class] Certificates from either of the Pre-Funding Account or the Capitalized Interest Account, such Owners of the [Residual Class] Certificates shall immediately repay such amounts to the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Conduit Receivables Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in In consideration of the TrusteeSecurities Administrator's delivery on the Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall (i) be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Securities Administrator on behalf of the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust Fund, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator on behalf of the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee Trustee, the Securities Administrator and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a servicing agreement and assignment agreements with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be bankrupt or insolvent nor shall it have been rendered bankrupt or insolvent by such transfer nor shall it be aware of any pending insolvency;bankruptcy or insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence consequences to the Trust Fund or the Certificateholders;.
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(viiiii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) the Depositor shall have delivered to Trustee, the Trustee a letter from Securities Administrator and the Rating Agencies are provided with an Independent accountant (with copies provided to each Rating Agency) Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the characteristics Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans conform Loans, to the characteristics set forth in paragraphs (c) and (d) below; andbe delivered as provided pursuant to this Section 2.07;
(ixiv) the Depositor shall have delivered to Rating Agencies and the Trustee are provided with an Opinion of Counsel addressed to or Opinions of Counsel, at the Trustee and expense of the Rating Agencies with respect to Depositor, confirming that the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee conveyed on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any such Subsequent Transfer Date is subject a true sale, to be delivered as provided pursuant to this Section 2.07; and
(v) the satisfaction execution and delivery of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 Transfer Agreement or more days delinquent as conveyance of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as does not result in a reduction or withdrawal of any ratings assigned to the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced Certificates by the Master Servicer since origination or purchased Rating Agencies. The Securities Administrator shall be entitled to rely upon the confirmation made by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Depositor pursuant to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer Instrument and the Depositor as Opinions of Counsel delivered pursuant to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs clause (cc)(iii) and (div) above.above in determining that the condition precedents are met for the release of funds from the Pre-Funding Account
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Ac8)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Depositor, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Sponsor in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Sponsor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iiii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Sponsor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Sponsor to the Trustee for deposit in the Mortgage Pool Depositor, and by the Depositor to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Depositor and the Certificateholders Sponsor to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Sponsor to the Depositor, and a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the Original Pre-Funded Amount of $491,188,534.52, a maximum of $229,152,618.38 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $262,035,916.14 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Sponsor hereby grants to the Depositor as of each Subsequent Transfer Date a security interest in all of the Sponsor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Sponsor’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Depositor. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Sponsor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Sponsor as are necessary to perfect and protect the interests of the Depositor and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Depositor hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Depositor’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Depositor as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof in the form of Exhibit 2(A), its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid distributed by the Trustee solely from amounts released from the funds in the Pre-Funding Account Account, at the direction of the Servicer, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSponsor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Sponsor shall transfer to the Trustee for deposit in Depositor, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Sponsor shall have provided the Depositor, and the Depositor shall have provided the Trustee and the Custodian, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Depositor and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee or the Custodian with respect to the Subsequent Mortgage Loans;
(ii) the Sponsor shall have executed, and the Depositor shall have executed and delivered to the Trustee and the Custodian for execution, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), as applicable. Such Subsequent Transfer Instrument shall include a representation by the Depositor confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument (upon which representations neither the Trustee nor the Custodian shall have any liability in relying). Such Subsequent Transfer Instrument shall also include a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Sponsor’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Depositor’s Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Sponsor nor the Depositor shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC and (ii) is not a prohibited transaction within the meaning of Section 860F(a)(2) of the Code or a contribution resulting in a material adverse tax consequence to under Section 860G(d) of the Trust Fund or Code, both as evidenced by an Opinion of Counsel provided for the CertificateholdersTrustee at the expense of the Sponsor;
(v) the Pre-Funding Period shall not have terminated;; and
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Sponsor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, and the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Rating Agencies, the Trustee and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Custodian, the Trustee and the Rating Agencies on the Closing Date (1) regarding certain corporate matters and (2) confirming the existence of a true sale of which may be contained in such opinion delivered on the Subsequent Mortgage Loans.
(c) Closing Date. The obligation of the Trust Fund Trustee to distribute funds from the Pre-Funding Account for the purchase of a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Sponsor shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Sponsor shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) no less than approximately 95% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines or shall have been underwritten in accordance with the underwriting guidelines in place at the time of such Subsequent Mortgage Loan’s origination; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater or a combined Loan-to-Value Ratio of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Dateno later than February 1, a weighted average term since origination not in excess of ___ months2037; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___of at least 4.00%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 70% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______83.50%; (ivxii) have no less than 63% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____%60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 55%,50% or 51% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 8.800%; (exiv) pursuant to the Underwriting Guidelines, no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be ALT-A and M1 credit risks, no more than 25% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M2 credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M3 and M4 credit risks; (xv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 610; (xvi) at least 85% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvii) no more than 60% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xviii) at least 60% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xix) no more than 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xx) the Rating Agencies shall have confirmed either in writing or verbally to the transfer of the Subsequent Mortgage Loans; and (xxi) at least 50% of the Subsequent Mortgage Loans shall have prepayment penalties. The sale by the Depositor of the Subsequent Mortgage Loans is subject to the Sponsor receiving a written or verbal confirmation from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Offered Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected by either Rating Agency if purchased funds from the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Pre-Funding Account on a Subsequent Transfer Date, each Rating Agency shall notify if (i) the Trustee, Trustee is provided with written confirmation that the Master Servicer and the Depositor as to which aggregate credit risk of such Subsequent Mortgage Loans, if any, shall not be included in Loans is similar to that of the transfer on Initial Mortgage Loans and (ii) the related Subsequent Transfer Date; provided, however, Sponsor receives and provides to the Trustee a written confirmation from each of the Rating Agencies that states that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to addition of such Subsequent Transfer Date a computer file acceptable Mortgage Loans will not cause the Rating Agencies to each Rating Agency describing downgrade any of their ratings of the characteristics specified in paragraphs Offered Certificates.
(c) Within five Business Days after the end of the Pre-Funding Period, the Sponsor shall deliver to the Rating Agencies, the Trustee and (d) abovethe Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (NovaStar Certificates Financing CORP)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in paragraph Section 3.5 and paragraphs (b), (c) and (d) below (based on the Trustee's review of such conditions) in consideration of the Trustee's delivery on the relevant Subsequent Transfer Dates to or upon the order of the Depositor Company of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse recourse, to the Trust Fund but subject to the other terms and provisions of this Agreement Trustee, all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all Company's right, title and interest in and to each Subsequent Mortgage Loan listed on the related Schedule of Mortgage Loans (other than any principal received and interest accruing payments due thereon on or prior to the relevant Subsequent Cut-Off Date) which the Company is causing to be delivered to the Custodian, on behalf of the Trustee herewith (and all substitutions therefor as provided by Sections 3.3, 3.4 and 3.6) together with the related Subsequent Mortgage Loan documents and the Company's interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans prior Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the related Subsequent Cut-off Dateproceeds of any of the foregoing). The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Company of the Subsequent Mortgage Loans identified set forth on the related Schedule of Mortgage Loan Schedule Loans to the Trustee shall be absolute and is shall be intended by the Depositor, the Master Servicer, the Trustee Owners and the Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundCompany. The related Mortgage File for each Any Subsequent Mortgage Loan shall so transferred will be delivered to the Trustee included in one and only one of either Group I or the Custodian at least three Business Days prior to the related Subsequent Transfer DateGroup II. The purchase price paid by the Trustee from amounts amount released from the Pre-Funding Account shall be one-one hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on transferred. Upon the Mortgage Loan Schedule provided transfer by the Depositor). This Company of the Subsequent Mortgage Loans hereunder, such Subsequent Mortgage Loans (and all principal and interest due thereon subsequent to the Subsequent Cut Off Date) and all other rights and interests with respect to such Subsequent Mortgage Loans transferred pursuant to a Subsequent Transfer Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) be deemed for all purposes hereunder to be part of the CodeTrust Estate. The Company hereby covenants and agrees to use its best efforts to ensure that a sufficient amount of Subsequent Mortgage Loans will be transferred to the Trust during the Funding Period to reduce the Pre-Funded Amount to less than $100,000 for each Group.
(b) The Depositor shall transfer to obligation of the Trustee for deposit in to accept the Mortgage Pool transfer of the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon above is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Company shall have provided the Trustee and the Certificate Insurer with a timely an Addition Notice and shall have provided any information reasonably requested by any of the Trustee foregoing with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Company shall have delivered to the Trustee a duly executed Subsequent Transfer InstrumentAgreement (including an acceptance by the Trustee) in substantially the form of Exhibit L, which shall include a Schedule of Mortgage Loan Schedule Loans, listing the Subsequent Mortgage Loans, Loans and any other exhibits listed thereon;
(iii) the Master Servicer, in its capacity as Seller, Company shall have delivered a computer file containing deposited in the Principal and Interest Account all principal collected and interest due in respect of such Subsequent Mortgage Loan Schedule to the Trustee at least three Business Days prior to Loans on or after the related Subsequent Transfer Cut Off Date;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer InstrumentCompany is not insolvent, substantially in the form of Exhibit I, the Depositor shall not nor will it be insolvent nor shall it have been rendered made insolvent by such transfer transfer, nor shall is it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminatedended;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Company shall have delivered to the Trustee a Subsequent Transfer Instrument and the Certificate Insurer an Officer's Certificate confirming the satisfaction of the conditions each condition precedent specified in items (i) through (v) of this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title paragraph (b) and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; andbelow and in the related Subsequent Transfer Agreement;
(ixvii) the Depositor Company shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and Trustee, the Rating Agencies and the Certificate Insurer opinions of counsel with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion opinions of Counsel counsel delivered to the Certificate Insurer and the Trustee on the Closing Date regarding Startup Day with respect to the true sale Initial Mortgage Loans (bankruptcy, corporate and tax); and
(viii) the Certificate Insurer retains the right to adjust the loss coverage requirements, including, but not limited to the Specified Subordinated Amount, if the final pool of Mortgage Loans differs materially from the Subsequent Initial Mortgage LoansLoan pool. Prior to any such adjustment, the Certificate Insurer shall give written notice to the Rating Agencies.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan Loans for addition to Group I on any a Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Daterequirements: (i) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Cut Off Date; (ii) the stated remaining term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the such Subsequent Mortgage Loan may not provide for negative amortizationexceed 30 years; (iviii) the such Subsequent Mortgage Loan will not have a Combined Loan-to-Value Ratio greater of not more than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____80% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ixiv) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following following the purchase of the such Subsequent Mortgage Loans by the Trust FundTrust, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: in Group I (ia) will have a weighted average original term to stated maturity Coupon Rate of not more than ___ monthsat least 9.81%; (iib) will have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Combined Loan-to-Value Ratio of not more than ______53.36%; (c) will have an average current loan balance of not greater than $93,267 and not more than 10.00% of the Mortgage Loans in Group I may have a principal balance in excess of $200,000 and will satisfy the representations and warranties set forth in Section 3.3 hereof. In addition, the final pool of Mortgage Loans in Group I shall conform to the guidelines set forth in paragraph 28 of the "Commitment to Issue a Financial Guaranty Insurance Policy dated September 24, 1997" from the Certificate Insurer to the Company relating to the Fixed Rate Certificate Insurance Policy.
(d) The obligation of the Trust to purchase Subsequent Mortgage Loans for addition to Group II on a Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut Off Date; (ii) the remaining term to maturity of such Subsequent Mortgage Loan may not exceed 30 years; (iii) such Subsequent Mortgage Loan will have a Loan to Value Ratio of not more than 85%; and (iv) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) in Group II (a) will have a weighted average coupon rate of at least 9.13%; (b) will have a weighted average Loan to Value Ratio of not more than 60.36%; and (c) will have an average current loan balance not greater than $113,510, no Mortgage Loan with a principal balance in excess of $_______ 400,000 and (v) have a weighted average Gross Margin of not less more than _____%, in each case, as applicable, by aggregate principal balance 10.00% of the Mortgage Loans as in Group II may have a principal balance in excess of $200,000 and (d) will satisfy the representations and warranties set forth in Section 3.3 hereof. In addition, the final pool of Mortgage Loans in Group II shall conform to the guidelines set forth in paragraph 28 of the related Subsequent Cut-off Date"Commitment to Issue a Financial Guaranty Insurance Policy dated September 24, 1997 from the Certificate Insurer to the Company relating to the Variable Rate Certificate Insurance Policy.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, In connection with each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing and on the characteristics specified Payment Date occurring in paragraphs October 1997, the Trustee shall determine: (ci) the amount and correct dispositions of the Group I and Group II Capitalized Interest Requirements, Overfunded Interest Amounts, Pre-Funding Account Earnings and the Pre-Funded Amount and (dii) aboveany other necessary matters in connection with the administration of the Pre-Funding Account and of the Capitalized Interest Account. In the event that any amounts are released as a result of an error in calculation to the Owners or the Company from the Pre-Funding Account or from the Capitalized Interest Account, such Owners or the Company shall immediately repay such amounts to the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1997-3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-Cut- off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Certificate Insurer and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Certificate Insurer and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee Trustee, the Certificate Insurer and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters, the Subsequent Mortgage Loans conform to Certificate Insurer and the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters, the Certificate Insurer and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 171 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.550% or greater than ___12.400%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased purchase by the DepositorOriginator in accordance with its standard servicing practices; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and January 1, 2005; (ix) the Subsequent Mortgage Loan will be have a Stated Principal Balance no greater than $714,316 and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months358 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.239% and not more than _____7.389%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.05%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Freddie Mac loan limits, (v) xxxxxxx of Mortgage Loans with Prepayment Charges representing no less than approximately 73.35% of the Group I Mortgage Loans and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a 82 weighted average Gross Margin of not less than 5.969%, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 358 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.041% and not more than 7.191%; (iii) have a weighted average Loan-to-Value Ratio of not more than 79.46%; (iv) have no Mortgage Loan with a principal balance Stated Principal Balance in excess of $_______ and 714,316; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 75.21% of the Group II Mortgage Loans; and (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____6.005%, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer, the Certificate Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's ’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Guarantor and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Guarantor and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Guarantor and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee Trustee, the Guarantor and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters, the Subsequent Mortgage Loans conform to Guarantor and the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters, the Guarantor and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer and the Guarantor to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 116 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 4 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.500% or greater than ___13.600%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased purchase by the DepositorOriginator in accordance with its standard servicing practices; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and August 1, 2005; (ix) the Subsequent Mortgage Loan will be shall have a Stated Principal Balance no greater than $943,650 and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "“The Mortgage Pool--—Underwriting Standards; Representations" ” in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.433% and not more than _____7.533%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______78.87%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Xxxxxx Xxx loan limits, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 70.01% of the Group I Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less than 5.815%, (vii) have a weighted average FICO score of not less than 606 and (viii) will have no more than 14.15% of the Group I Mortgage Loans with a FICO score of less than 540, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.411% and not more than 7.511%; (iii) have a weighted average Loan-to-Value Ratio of not more than 78.81%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Xxxxxxx Mac loan limits, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 69.90% of the Group II Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than 5.805%, (vii) have a weighted average FICO score of not less than 607 and (viii) will have no more than 14.75% of the Group II Mortgage Loans with a FICO score of less than 540, in each case, measured by aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group III Mortgage Loans, the Group III Mortgage Loans (including the related Subsequent Group III Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.022% and not more than 7.122%; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.69%; (iv) have no Mortgage Loan with a principal balance Stated Principal Balance in excess of $_______ and 749,582; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 73.62% of the Group III Mortgage Loans; (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group III, have a weighted average Gross Margin of not less than _____5.823%, (vii) have a weighted average FICO score of not less than 638 and (viii) will have no more than 6.79% of the Group III Mortgage Loans with a FICO score of less than 540, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group III Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) 1. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer, the Guarantor or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of CertificatesCertificates or the Notes issued pursuant to the Indenture (without regard to any policy issued by the NIMs Insurer). At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc. Series 2005-Wcw1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Certificate Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and[reserved];
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the written consent of the Certificate Insurer to the transfer of the Subsequent Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___95%; (v) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____7.000% or greater than ___14.000%; (vii) the such Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination originated or purchased by the Depositor; (viii) the such Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and December 1, 1999; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will be have a Gross Margin not less than 4.200%; (x) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 12.950%; (xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 7.000%; and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage Pool--Corporation-- Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following . In addition, following the purchase of the any Subsequent Mortgage Loans Loan by the Trust FundTrust, the Mortgage Loans (including the such Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 342 months; (ii) have a weighted average Mortgage Rate of not less than _____9.500% and not more than _____9.700%; (iii) have a weighted average Loanloan-to-Value Ratio value ratio of not more than ______78%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 750,000, and (v) have a weighted average Gross Margin no more than 28.33% of not less than _____%Fixed Rate Mortgage Loan, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding . In addition, the foregoingAdjustable Rate Mortgage Loans will as of the Subsequent Cut-off Date have a weighted average Gross Margin not less than 5.600% by aggregate principal balance of the Adjustable Rate Mortgage Loans as of the Subsequent Cut-off Date. In the sole discretion of the Certificate Insurer, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateTrust; provided, however, however that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to addition of such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing Mortgage Loans will not materially affect the aggregate characteristics specified in paragraphs (c) and (d) aboveof the Mortgage Pool.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Ln Tr 1999-3 Asset Backed Cert Ser 1999-3)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (ix) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (v) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.00% per annum or greater than 15.00% per annum; (vi) no more than 21.50% of the aggregate Principal Balance of all the Subsequent Mortgage Loans will have a first payment date occurring on or after May 1, 2003; (vii) if the Subsequent Mortgage Loan shall is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.00% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than ____11.50% or greater than ___%per annum; (viiix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 5.00% per annum, (x) the Subsequent Mortgage Loan will may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination origination, the date of purchase or purchased by the Depositor; date of acquisition of the servicing and (viiixii) the such Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____7.81% per annum and not more than _____%8.11% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______79.00%; (iv) have no Mortgage Loan with a Principal Balance which does not conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 69.00% by aggregate Principal Balance of the Group I Mortgage Loans; (vi) will consist of Mortgage Loans with Prepayment Charges representing no less than 72.00% by aggregate Principal Balance of the Group I Mortgage Loans; and (vii) have no more than 29.20% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 5.08% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.75% per annum and not more than 8.05% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 79.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,000,000; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 68.50% by aggregate Principal Balance of the Group II Mortgage Loans; (vi) will consist of Mortgage Loans with Prepayment Charges representing no less than 74.00% by aggregate Principal Balance of the Group II Mortgage Loans; and (vii) have no more than 26.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance 5.00% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Acceptance Corp Asset Back Cert Ser 2003 2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___100.00%; (v) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____7.000% or greater than ___16.000%; (vii) the such Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the Depositordate of purchase; (viii) the such Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and January 1, 2001; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will be have a Gross Margin not less than 2.500%; (x) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 12.500%; (xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 6.500%; (xii) the Mortgage Loan shall have a minimum credit score of 500 and (xiii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following In addition, following the purchase of the any Subsequent Mortgage Loans Loan by the Trust FundTrust, the Mortgage Loans (including the such Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____10.000% and not more than _____10.750%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______78.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,000,000; (v) have a weighted average Gross Margin will consist of not Mortgage Loans covered by the PMI Policy representing no less than _____%, in each case, as applicable, 70.00% of the aggregate Principal Balance thereof and (vi) have no more than 20.00% of Fixed Rate Mortgage Loans by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date. In addition, the Adjustable Rate Mortgage Loans will as of the Subsequent Cut-off Date have a weighted average Gross Margin not less than 5.000% by aggregate principal balance of the Adjustable Rate Mortgage Loans as of the Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp Ass Back Cert Ser 2000 4)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the Subsequent Transfer Dates Dates, to or upon the written order of the Depositor Depositor, of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Estate, but subject to the other terms and provisions of this Agreement Agreement, all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Subsequent Mortgage Loans Loans) and all collections in respect of interest and principal due after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.03 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Mortgage Pool Trust Estate by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Certificateholders Bondholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundEstate. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Indenture Trustee or the Custodian at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Mortgage Pool Trust Estate the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Indenture Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, Loans and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IH, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund Estate or the CertificateholdersBondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the CertificateholdersBondholders;
(vii) the Depositor shall have delivered to the Indenture Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.05 and, pursuant to the Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Certificateholders Bondholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;; and
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund Estate to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: :
(i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 180 months and will not exceed ___ 360 months; (iii) the each Subsequent Mortgage Loan may not provide for negative amortizationmust be a fixed rate mortgage loan with a first lien on the related Mortgaged Property; (iv) the no Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%first payment date occurring after December 1, 2002; (v) the latest maturity date of any Subsequent Mortgage Loans Loan will have as of the Subsequent Cut-off Datebe no later than November 1, a weighted average term since origination not in excess of ___ months2032; (vi) no more than 0.15% of the Subsequent Mortgage Loans will be buydown loans; (vii) such Subsequent Mortgage Loan will have a credit score of not less than 500; (vii) such Subsequent Mortgage Loan will have a Mortgage Rate as of the Cut-off Date ranging from approximately 5.75% per annum to approximately 12.00% per annum; and (viii) such Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following In addition, following the purchase of any Subsequent Mortgage Loan by the Trust, the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term Mortgage Rate ranging from 8.05% to stated maturity of not more than ___ months8.15% per annum; (ii) have a weighted average consist of Mortgage Rate of not Loans with Prepayment Charges representing no less than _____approximately 75.00% and not more than _____%of the Pool Balance; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%credit score ranging from 678 to 683; (iv) have no more than 45% of such Mortgage Loan with a principal balance Loans concentrated in excess the state of $_______ and California; (v) have a weighted average Gross Margin of not no less than _____%, in each case, as applicable, by aggregate principal balance 85% of the Mortgaged Properties be owner occupied; (vi) have no less than 70% of the Mortgaged Properties be single family detached or de minimis planned unit developments; (vii) have no more than 35% of the Mortgage Loans be cash-out refinance; (viii) have no more than 8.5% of the Mortgage Loans be balloon loans; (ix) have no more than 0.15% of the Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; and (x) together with the Mortgage Loans already included in the Trust, have no more than 1.0% of such Mortgage Loans (by aggregate Stated Principal Balance as of the related Subsequent Cut-off Date) be secured by Mortgaged Properties located in any one zip code.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds or the Class M Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Rating Agencies so long as there are compensating factors, and the consent of the Rating Agencies to any Class group of CertificatesSubsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Rating Agencies in respect of such Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Indenture Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; providedPROVIDED, howeverHOWEVER, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above. The final characteristics of the Mortgage Loans will be reflected in a Form 8-K which will be filed within 15 days of the end of the Funding Period.
Appears in 1 contract
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's Securities Administrator’s delivery on the applicable Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but Estate (subject to the other terms and provisions of this Agreement Indenture) all of the its right, title and interest of the Depositor in and to (i) the related Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Subsequent Mortgage Loans Loans) and all collections in respect of interest and principal due after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Sale and Servicing Agreement and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans due on or prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee or the Securities Administrator, on its behalf, for deposit in the Mortgage Pool Trust Estate by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Indenture Trustee and the Certificateholders Noteholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Indenture Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Securities Administrator from amounts released from the Pre-Funding Account Accounts shall be one-hundred percent (100%) % of the aggregate Stated Scheduled Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Indenture Trustee or the Custodian, as its agent, for deposit in the Mortgage Pool Trust Estate the applicable Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Securities Administrator shall release such applicable funds from the related Pre-Funding Account, Accounts only upon the satisfaction of each of the following conditions on or prior to the related such Subsequent Transfer Date:
(i) the Depositor shall have provided the Securities Administrator, the Indenture Trustee and the Rating Agencies with a timely Addition Notice Notice, substantially in the form of Exhibit K hereto, and shall have provided any information reasonably requested by the Indenture Trustee and the Securities Administrator with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(iii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of the Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IJ, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvencyinsolvency with respect to it;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the CertificateholdersNoteholders;
(vvi) the Pre-Funding Period shall not have terminated;
(vivii) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Noteholders; and
(viiviii) the Depositor shall have delivered to the Securities Administrator and Indenture Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 3.26 and, pursuant to the Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Certificateholders Noteholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the related Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Indenture;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Noteholders;
(iii) the Depositor will deliver certain Opinions of Counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans;
(iv) the Rating Agencies and the Indenture Trustee are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, confirming that the transfer of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date is a true sale, to be delivered as provided pursuant to this Section 3.26;
(v) As of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date providedDate;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each Subsequent Mortgage Loan must be a One Year LIBOR or Six Month LIBOR adjustable rate Mortgage Loan with a first lien on the related mortgaged property;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after August 1, however that approximately ___% 2005;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than July 2035;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 670; and
(7) Such Subsequent Mortgage Loan shall have been underwritten in accordance with the underwriting guidelines of the Subsequent Mortgage Loans, by aggregate principal balance as related originator.
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average gross margin of 2.250% per annum;
(ii) Have a weighted average credit score greater than 670;
(iii) Have no less than sixty days delinquent in their monthly payments 94.71% of the Mortgaged Properties be owner occupied;
(iv) Have no less than 82.75% of the Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 36.04% of the Subsequent Mortgage Loans be cash out refinance;
(vi) Have all of such Subsequent Mortgage Loans with a Loan-to-Value Ratio greater than 80% be covered by a Primary Insurance Policy;
(vii) Have a weighted average maximum mortgage rate greater than or equal to 10.841%;
(viii) Have a maximum mortgage rate as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___13.000%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and and
(ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" Will not result in the Prospectus Supplement.
(d) Following the purchase downgrade or withdrawal of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the then current ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveNotes.
Appears in 1 contract
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the TrusteeSecurities Administrator's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor related seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor related Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Trust Fund by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Sellers, the Servicer, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee Trust Fund from amounts released by the Securities Administrator from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee on behalf of the Trust Fund for deposit in the Mortgage Pool Trust Fund, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee Securities Administrator shall release funds from the Pre-Funding AccountAccount in an amount equal to the Subsequent Mortgage Loans purchased on the related Subsequent Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, related seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(iiiii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IR, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iviii) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(viv) the Pre-Funding Period shall not have terminated;
(viv) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;; and
(viivi) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation Any conveyance of the Trust Fund to purchase a Subsequent Mortgage Loan Loans on any a Subsequent Transfer Date is subject to certain conditions including, but not limited to, the satisfaction of the conditions set forth in paragraph following:
(di) below and the accuracy of the following representations and warranties with respect to Each such Subsequent Mortgage Loan determined as of must satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that approximately ___% it believes to be adverse to the interests of the Certificateholders;
(iii) The Depositor will deliver an Opinion of Counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans, by aggregate principal balance as Loan;
(iv) As of the related Subsequent Cut-off Date, may be thirty days each such Subsequent Mortgage Loan will satisfy the following criteria:
(1) The Mortgage Property relating to such Subsequent Mortgage Loan is free of material damage;
(2) With respect to each Xxxxxxx Loan, a BPO has been obtained and is greater than or more but less than sixty days delinquent equal to 90% of the Appraised Value;
(3) With respect to each Xxxxxxx Xxxx, the BPO does not result in their monthly payments such Subsequent Mortgage Loan's current loan-to-value ratio as of the related Subsequent Cut-off Closing Date and approximately ___% being in excess of the 100%;
(4) Such Subsequent Mortgage Loans, by aggregate principal balance Loan may not be 90 or more days delinquent as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as last day of the month preceding the related Subsequent Cut-off Date; and
(ii5) Be acceptable to the stated term to maturity Rating Agencies as evidenced by receipt of the written confirmation that inclusion of such Subsequent Mortgage Loan(s) will not cause the rating on any Certificate to be reduced or withdrawn. With respect to any Xxxxxxx Loan and items (2) and (3) above, if the related Mortgagor has made the required payments under the related Mortgage Note for each of September, October and November, a BPO will not be less than ___ months required and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan such provisions will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplementdeemed satisfied.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Cl1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Trustee, the Guarantor and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the Guarantor and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Guarantor and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have delivered been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, neither the Depositor nor the Seller shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee Trustee, the Guarantor and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that Trustee, the characteristics of Underwriters, the Subsequent Mortgage Loans conform to Guarantor and the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee Trustee, the Underwriters, the Guarantor and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer and the Guarantor to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will shall not be less than ___ 114 months and will shall not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will shall not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.500% or greater than ___12.990%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased purchase by the DepositorOriginator in accordance with its standard servicing practices; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ and April 1, 2005; (ix) the Subsequent Mortgage Loan will be shall have a Stated Principal Balance no greater than $872,228 and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) willshall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months351 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.427% and not more than _____7.527%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______77.00%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Fannie Mae and Freddie Xxx xxax ximits, (x) xonsist of Mortgage Loans with Prepayment Charges representing no less than approximately 66.91% of the Group I Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less than 6.005%, (vii) have a weighted average FICO score of not less than 620; (viii) will have no more than 16.45% of the Group I Mortgage Loans with a FICO score of less than 540 and (ix) will have no less than 75.62% of the Group I Mortgage Loans covered by a PMI Policy, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 356 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.047% and not more than 7.147%; (iii) have a weighted average Loan-to-Value Ratio of not more than 79.00%; (iv) have no Mortgage Loan with a principal balance Stated Principal Balance in excess of $_______ and 879,228; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 69.83% of the Group II Mortgage Loans; (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than _____5.806%, (vii) have a weighted average FICO score of not less than 632, (viii) will have no more than 6.61% of the Group II Mortgage Loans with a FICO score of less than 540 and (ix) will have no less than 81.56% of the Group II Mortgage Loans covered by a PMI Policy, in each case, as applicable, measured by aggregate principal balance Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer, the Guarantor or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as Seller, Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset-Backed Pass-Through Certificates, Series 2004-R12)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Agreement Purchase Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Virginia and the State of Kansas (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of Kansas (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Company, as are necessary to perfect and protect the interests of the Trustee and its assignees the Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Trustee, two Business Days prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Certificate Administrator, at the direction of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee Certificate Administrator shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, who shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four (4) Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller's Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company's Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Trust Series 2001-1)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's ’s delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey convey, without recourse recourse, to the Trust Fund Company, who shall then sell, transfer, assign, set over and convey, without recourse, to the Trustee, but subject to the other terms and provisions of this Purchase Agreement and the Pooling and Servicing Agreement, all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans (and the related MI Policies) identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans all items to be delivered pursuant to Section 2.01 2.01(c) above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer by the Seller to the Trustee for deposit in the Mortgage Pool Company, and by the Depositor Company to the Trustee, of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument and the related MI Policies shall be absolute and is intended by the DepositorTrustee, the Master Servicer, the Trustee Company and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundCompany, and a sale of the Subsequent Mortgage Loans by the Company to the Trustee. The Subsequent Mortgage Loans presented for purchase will be designated as either Group I or Group II. Of the $559,722,035 in the Pre-Funding Account, a maximum of $446,952,745 will be used to acquire Subsequent Mortgage Loans for inclusion in Group I and a maximum of $112,769,289 will be used to acquire Subsequent Mortgage Loans for inclusion in Group II, subject to the satisfaction of the conditions set forth herein. In the event such transactions shall be deemed not to be a sale, the Seller hereby grants to the Company as of each Subsequent Transfer Date a security interest in all of the Seller’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the Commonwealth of Virginia (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Seller as are necessary to perfect and protect the interests of the Company and its assignees in the Subsequent Mortgage Loans. In the event such transactions shall be deemed not to be a sale, the Company hereby grants to the Trustee as of each Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the related Subsequent Mortgage Loans and such other property, to secure all of the Company’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and the related MI Policies on behalf of the Trustee for the benefit of the Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation, the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Company or the filing of any additional UCC-1 financing statements due to a change in the state of incorporation of the Company as are necessary to perfect and protect the interests of the Trustee and its assignees in Subsequent Mortgage Loans. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or Custodian, on behalf of the Custodian at least three Business Days Trustee, prior to the related Subsequent Transfer Date. The Trustee on each Subsequent Transfer Date shall acknowledge by signing receipt thereof its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.02. The Trustee, as trustee of the Trust Fund, shall be entitled to all scheduled principal payments due after each Subsequent Cut-off Date, all other payments of principal due and collected after each related Subsequent Cut-off Date, and all payments of interest on the Subsequent Mortgage Loans, minus that portion of any such payment which is allocable to the period prior to the related Subsequent Cut-off Date. No scheduled payments of principal due on or before the related Subsequent Cut-off Date and collected after the related Subsequent Cut-off Date shall belong to the Trust Fund pursuant to the terms of this Purchase Agreement. The purchase price paid by the Trustee Trustee, at the direction of the Servicer and on behalf of the Trustee, from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance Balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the DepositorSeller). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Seller shall transfer to the Trustee for deposit in Company, who shall transfer to the Mortgage Pool Trustee, the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.02(a) above, and the Trustee shall release cause to be released funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Seller shall have provided the Trustee Company, and the Company shall have provided the Trustee, with a timely Addition Notice Notice, which notice shall be given no fewer than four Business Days prior to the related Subsequent Transfer Date and shall have provided designate the Subsequent Mortgage Loans to be sold to the Company and then to the Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date and any other information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Seller shall have delivered to the Trustee Company, who shall have delivered to the Trustee, who shall have delivered to the Custodian, a duly executed Subsequent Transfer InstrumentInstrument substantially in the form of Exhibit 2(A) or 2(B), which shall include as applicable, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.02(b), Section 2.02(c) and in the related Subsequent Transfer Instrument and (B) including a Mortgage Loan Schedule attached thereto listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller’s Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit I2(A) and the Company’s Subsequent Transfer Instrument is the form of Exhibit 2(B), neither the Depositor Seller nor the Company shall not be insolvent nor shall it or have been rendered made insolvent by such transfer transfers, nor shall it they be aware of any pending insolvency;
(iv) such sale and transfer shall (i) does not result cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC and (ii) is not a prohibited transaction within the meaning of Section 860F(a)(2) of the Code or a contribution resulting in a material adverse tax consequence to under Section 860G(d) of the Trust Fund or Code, both as evidenced by an Opinion of Counsel provided for the CertificateholdersTrustee at the expense of the Seller;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Seller shall have delivered to the Trustee a Subsequent Transfer Instrument confirming Custodian, the satisfaction of Trustee, the conditions precedent specified in this Section 2.11 and, pursuant to Class A-1 Insurer and the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Agencies Opinions of Counsel addressed to the Trustee Rating Agencies, the Trustee, the Class A-1 Insurer and the Rating Agencies Custodian with respect to the transfer transfers of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee Custodian, the Trustee, the Class A-1 Insurer and the Rating Agencies on the Closing Date Date
(1) regarding certain corporate matters and (2) confirming the existence of a true sale which may be contained in such opinion delivered on the Closing Date; and
(vii) the Trustee shall have received the written consent of the Subsequent Mortgage Loans.
(c) Class A-1 Insurer. The obligation of the Trust Fund Trustee to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph following conditions: (d1) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of shall satisfy the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of representations and warranties specified in the related Subsequent Cut-off Date provided, however Transfer Instrument and this Purchase Agreement; (2) the Seller shall not select such Subsequent Mortgage Loans in a manner that approximately ___% it reasonably believes is adverse to the interests of the Subsequent Mortgage Loans, by aggregate principal balance Majority Certificateholders; (3) the Seller shall have delivered certain Opinions of Counsel required pursuant to Section 2.02(b)(iv) and (vi) hereof; (4) as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of Loans shall satisfy the related following criteria: (i) each Subsequent Cut-off Date, may Mortgage Loan shall not be sixty days 60 or more but less than ninety days contractually delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will shall not exceed ___ 360 months; (iii) no less than approximately 98% of the Subsequent Mortgage Loan may not provide for negative amortizationLoans are secured by first liens on the related Mortgaged Property; (iv) the each Subsequent Mortgage Loan will not shall have an outstanding Principal Balance of at least $10,000; (v) each Subsequent Mortgage Loan shall be underwritten in accordance with the Underwriting Guidelines; (vi) each Subsequent Mortgage Loan shall have a Loan-to-Value Ratio greater of no more than ___100%; (vvii) the each Subsequent Mortgage Loans will Loan shall have as a stated maturity of the Subsequent Cut-off Dateno later than September 1, a weighted average term since origination not in excess of ___ months2034; (viviii) no Subsequent Mortgage Loan shall permit negative amortization; (ix) each Subsequent Mortgage Loan shall either have a fixed Mortgage Rate less than ____of at least 4.00% or greater than ___or, if an adjustable loan, a Gross Margin of at least 1.00%; (viix) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase minimum of 70% of the Subsequent Mortgage Loans (by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (iDate Principal Balance) shall have a weighted average original term to stated maturity of not more than ___ monthsan adjustable Mortgage Rate; (iixi) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a the weighted average Loan-to-Value Ratio of not the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be no more than ______83.75%; (ivxii) have no less than 42.00% of the Subsequent Mortgage Loan with a principal balance in excess of $_______ and Loans shall either (vA) have a weighted average Gross Margin Loan-to Value Ratio of not less no more than _____60% or (B) have a Loan-to-Value Ratio of greater than 60% and be covered by an MI Policy which will insure losses to the extent that the uninsured exposure of the related Subsequent Mortgage Loan is reduced to an amount equal to 55%, 51% or 50% of the lesser of the appraised value or purchase price, as the case may be, of the related Mortgaged Property, in each case, as applicable, by aggregate principal balance at the time of the effective date of the MI Policy; (xiii) the Subsequent Mortgage Loans as of the related (by Subsequent Cut-off Date.
Date Principal Balance) shall have a weighted average coupon of at least 7.30%; (exiv) pursuant to the Underwriting Guidelines, no fewer than 50% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be ALT-A and M1 credit risks, no fewer than 10% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M2 credit risks, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be M3 and M4 credit risks; (xv) the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have a weighted average FICO score issued by a consumer credit rating agency of at least 615; (xvi) at least 87% of such Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for primary residences; (xvii) no more than 45% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall have stated loan documentation, and no more than 15% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance shall have no loan documentation; (xviii) at least 65% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans for single family residences; (xix) no more than 70% of the Subsequent Mortgage Loans (by Subsequent Cut-off Date Principal Balance) shall be loans that are the subject of cash-out refinances; (xx) the ratings agencies shall have consented either in writing or verbally to the transfer of the Subsequent Mortgage Loans; (xxi) at least 67% of the Subsequent Mortgage Loans shall have prepayment penalties; and (xxii) none of the Subsequent Mortgage Loans will have a Loan-to-Value Ratio or a combined Loan-to-Value Ratio in excess of 100%. The acceptance of the Subsequent Mortgage Loans by the Trustee is subject to the Seller receiving a written or verbal consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings on the Underwritten Certificates. Notwithstanding the foregoing, any Subsequent Mortgage Loan Loans with characteristics varying from those set forth above may be rejected purchased by either Rating Agency the Trustee and included in the Trust Fund, if (i) the inclusion Trustee is provided with written confirmation that the aggregate credit risk of any such Subsequent Mortgage Loan would adversely affect Loans is similar to that of the Initial Mortgage Loans, (ii) the Trustee is provided with written consent from the Class A-1 Insurer and (iii) the Seller receives and provides to the Trustee a written consent from each of the Rating Agencies that states that the addition of such Subsequent Mortgage Loans will not cause the Rating Agencies to downgrade any of their ratings of any Class the Underwritten Certificates.
(c) Within five Business Days after the end of Certificates. At least one Business Day prior the Pre-Funding Period, the Seller shall deliver to the related Subsequent Transfer DateRating Agencies, each Rating Agency shall notify the Trustee, the Master Servicer Class A-1 Insurer and the Depositor as to which Custodian a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans, if any, shall not be included Loans in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveelectronic format.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Novastar Mortgage Funding Trust Series 2004-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account Accounts shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding AccountAccounts, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IN, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the related Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c), (d) and (de) below; and;
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the written consent of the Certificate Insurer to the transfer of the Subsequent Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan to be included in Loan Group I on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loanloan-to-Value Ratio value ratio greater than ___95.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (viv) no such Subsequent Mortgage Loan shall have a Mortgage Rate less than ____6.250% or greater than ___15.250%; (viivi) the such Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination originated or purchased by the Depositor; (viiivii) the such Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ July 1, 1999; and (ixviii) the such Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following . In addition, following the purchase of the any Subsequent Mortgage Loans Loan to be included in Loan Group I by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Mortgage Loans) will, will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 290 months; (ii) have a weighted average Mortgage Rate of not less than _____9.500% and not more than _____10.500%; (iii) have a weighted average Loanloan-to-Value Ratio value ratio of not more than ______80.00%; and (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%240,000, in each case, as applicable, by aggregate principal balance of the Group I Mortgage Loans as of the Subsequent Cut-off Date. In the sole discretion of the Certificate Insurer, Subsequent Mortgage Loans with characteristics varying from those set forth above may be purchased by the Trust; provided, however that the addition of such Mortgage Loans will not materially affect the aggregate characteristics of Group I.
(d) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan to be included in Loan Group II on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date:(i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date.
; (eii) Notwithstanding the foregoingoriginal term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months; (iii) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 95.00%; (iv) such Subsequent Mortgage Loans will have, as of the related Subsequent Cut-off Date, a weighted average term since origination not in excess of 6 months; (v) no Subsequent Mortgage Loan shall have a Mortgage Rate less than 7.250% or greater than 11.000%; (vi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since originated or purchased by the Depositor; (vii) such Subsequent Mortgage Loan must have a first payment date occurring on or before July 1, 1999; and (viii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "Option One Mortgage Corporation--Underwriting Standards" in the Prospectus Supplement. In addition, following the purchase of any Subsequent Mortgage Loan may to be rejected including in Loan Group II by either Rating Agency if the inclusion of any Trust, the Group II Mortgage Loans (including such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.56
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opt One Mort Accept Corp Loan Tr Asset Bk Cert Ser 1999-2)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account or the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs clauses (i) through (ix) of paragraph (c) below and to the characteristics set forth in paragraph (d) below; and;
(ix) the Depositor shall have delivered to the Trustee Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(x) the Depositor shall have received the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph (d) below and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) the such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% last day of the Subsequent Mortgage Loans, by aggregate principal balance as of month preceding the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated original term to stated maturity of the such Subsequent Mortgage Loan will not be less than ___ 120 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___100.00%; (viv) the such Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 360 months; (viv) no such Subsequent Mortgage Loan Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than ____4.750% per annum or greater than ___%12.500% per annum; (vi) none of the Subsequent Mortgage Loans will have a first payment date occurring after November 1, 2003; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.975% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.000% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 5.000% per annum, (x) the Subsequent Mortgage Loan will may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination origination, the date of purchase or purchased by the Depositor; date of acquisition of the servicing and (viiixii) the such Subsequent Mortgage Loan must shall have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be been underwritten in accordance with the criteria set forth under the section "The Option One Mortgage PoolCorporation--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the any Subsequent Group I Mortgage Loans Loan by the Trust FundTrust, the Group I Mortgage Loans (including the such Subsequent Group I Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____7.050% per annum and not more than _____%7.450% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.00%; (iv) have no Mortgage Loan with an original principal balance which does not conform to Fannie Mae and Freddie Mac xxxxxlxxxs; (v) will coxxxxx xf Mortgage Loans covered by the PMI Policy representing no less than 50.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; and (vi) have no more than 40.00% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 4.750% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 6.900% per annum and not more than 7.300% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and 1,000,000; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 45.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 40.00% of Fixed Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance 4.750% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2003-6)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph paragraphs (b) and (c) below in consideration of the TrusteeIssuer's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Issuer but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Seller in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.2 above and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool Issuer by the Depositor Seller of the Subsequent Mortgage Loans identified on the each Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee Issuer and the Certificateholders Seller to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Seller to the Trust FundIssuer. The related Mortgage File for each Subsequent Mortgage Loan In the event the transactions set forth herein shall be delivered deemed not to be a sale, the Seller hereby grants to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) Issuer as of each Subsequent Transfer Date, as evidenced by delivery Date a security interest in all of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the Seller's right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the related Subsequent Mortgage Loans conform and such other property, to secure all of the characteristics set forth Seller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion State of Counsel addressed to the Trustee Delaware and the Rating Agencies with respect to the transfer State of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
California (c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not which shall be 30 or more days delinquent submitted for filing as of the related Subsequent Cut-off Date providedTransfer Date), however that approximately ___% any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Subsequent Mortgage Loans, by aggregate Seller or the filing of any additional UCC-1 financing statements due to the change in the principal balance as office of the related Subsequent Cut-off DateSeller, may be thirty days or more but less than sixty days delinquent in their monthly payments as are necessary to perfect and protect the interests of the related Subsequent Cut-off Date Issuer and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent its assignees in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the each Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the proceeds thereof. The Issuer on each Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as Transfer Date shall acknowledge its acceptance of the Subsequent Cut-off Dateall right, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ title and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior interest to the related Subsequent Transfer DateMortgage Loans and other property, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.existing
Appears in 1 contract
Samples: Home Equity Loan Purchase Agreement (Pacificamerica Money Center Inc)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account, the Group II Pre-Funding Account and the Group III Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IJ, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that and the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(Ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 174 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 3 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.75% or greater than ___14.96%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ February 1, 2003 and (ix) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.94% and not more than _____8.10%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______79.39%, (iv) consist of Mortgage Loans covered by the PMI Policy representing no less than approximately 48.80% of the Group I Mortgage Loans, (v) have no Mortgage Loan with a principal balance in excess of $405,000 and (vi) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 80.36% of the Group I Mortgage Loans, in each case, measured by aggregate principal balance of the Group I Mortgage Loans as of the related Cut- off Date. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 8.65% and not more than 8.80%; (iii) have a weighted average Loan-to-Value Ratio of not more than 79.63%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 500,000 (v) consist of Mortgage Loans covered by the PMI Policy representing no less than approximately 41.10% of the Group II Mortgage Loans; (vi) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 77.33% of the Group II Mortgage Loans; and (v) have a weighted average Gross Margin of not less than _____6.37%, in each case, as applicable, measured by aggregate principal balance of the Group II Mortgage Loans as of the related Cut-off Date. Following the purchase of the Subsequent Group III Mortgage Loans, the Group III Mortgage Loans (including the related Subsequent Group III Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 8.07% and not more than 8.23%; (iii) have a weighted average Loan-to-Value Ratio of not more than 81.70%; (iv) have no Mortgage Loan with a principal balance in excess of $1,470,000; (v) consist of Mortgage Loans covered by the PMI Policy representing no less than approximately 32.90% of the Group III Mortgage Loans; (vi) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 73.83% of the Group III Mortgage Loans, (vii) consist of fixed-rate Mortgage Loans representing no more than 6.44% and no more than 6.75% of the Group III Mortgage Loans; and (viii) with respect to the adjustable-rate Group III Mortgage Loans, have a weighted average Gross Margin of not less than 6.37%, in each case, measured by aggregate principal balance of the Group III Mortgage Loans as of the related Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either the NIMS Insurer or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateDate and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer, in its capacity as SellerOriginator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc as Bk Ps THR CRTS Se 02-4)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (bSection 2.1(c) below of the Mortgage Loan Purchase Agreement, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon Dates, during the order Pre-Funding Period, in accordance with the terms of the Depositor related Subsequent Transfer Agreement, of all or a portion of the balance of funds in the Pre-Funding AccountAccount equal to the Purchase Price of each Subsequent Mortgage Loan, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Trustee but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Company in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Agreement, delivered by the Depositor Company on such Subsequent Transfer Date, (ii) principal due received and interest accruing due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Filesabove; providedPROVIDED, howeverHOWEVER, that the Depositor Company reserves and retains all right, title and interest in and to principal (including Principal Prepayments) received and interest accruing due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor Company of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall "Purchase Price" to be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Pre- Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance unpaid principal balances of the Subsequent Mortgage Loans so transferred (as identified of the close of business on the Mortgage Loan Schedule provided by the Depositor)related Subsequent Transfer Dates. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall Following the transfer to the Trustee for deposit in the Mortgage Pool Trust Fund of the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.09(a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) Loans and all Mortgage Loans and obligations in the Depositor shall Trust Fund, as a whole, will have delivered the characteristics described in the Company's Prospectus Supplement, dated March 31, 2000 relating to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing Offered Certificates. No transfer of the Subsequent Mortgage Loans, Loans and the Master Servicer, property and rights related thereto described in its capacity as Seller, Section 2.09(a) above shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence made to the Trust Fund or during the Certificateholders;
(v) the Pre- Funding Period if it would result in the downgrade of the rating of any Class of Offered Certificates. All Subsequent Mortgage Loans shall not meet the same terms and conditions for eligibility as those Mortgage Loans transferred to the Trust Fund as of the Closing Date, which terms and conditions shall have terminated;
(vi) been approved by the Depositor shall not have selected Rating Agencies and which terms and conditions may be changed if such changes receive prior approval either by a vote of the Certificateholders of at least a majority of the Offered Certificates or by the Rating Agencies. In order to ensure that the characteristics of the Subsequent Mortgage Loans in a manner that it believed are substantially similar to be adverse to the interests Mortgage Loans which were acquired as of the Certificateholders;
(vii) Closing Date, the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent characteristics of the Subsequent Mortgage Loans;
(viii) Loans will either be monitored by a credit support provider or other insurance provider which is independent of the Depositor shall have delivered to Seller and the Trustee Company or an independent accountant retained by the sponsor will provide the Seller and the Company with a letter from an Independent accountant (with copies provided to each the Rating AgencyAgencies, the underwriters of the Certificates and the Trustee) stating that whether or not the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth of such obligations described in paragraphs (c) the Company's Prospectus, dated August 10, 1998, and (d) below; and
(ix) the Depositor shall have delivered Prospectus Supplement, dated March 31, 2000, relating to the Trustee an Opinion Offered Certificates and this Agreement, and, in preparing such letter, the independent accountant will use the same type of Counsel addressed procedures as were applicable to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Initial Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WMC Secured Assets Corp WMC Mort Pass THR Cert Ser 2000-A)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the each Subsequent Transfer Dates Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files2.01; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or to the Custodian (as the duly appointed agent of the Trustee) at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from for the Pre-Funding Account Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). On each Subsequent Transfer Date, the aggregate purchase price for all Subsequent Mortgage Loans purchased on such date shall be withdrawn by the Trustee from the Pre-Funding Account and paid to the Depositor. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the Custodian with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have delivered a computer file containing such Mortgage Loan Schedule to the Depositor, the Trustee and the Custodian at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(viiv) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viiivi) the Depositor shall have delivered to the Trustee a letter letter, which the Trustee may rely on, including for purposes of paragraph (c) and (d), from an Independent accountant (with copies provided to each Rating Agency) in a form attached hereto as Exhibit N stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and;
(ixvii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans; and
(viii) the Trustee shall have delivered to the Depositor an Opinion of Counsel addressed to the Depositor and the Rating Agencies with respect to the Subsequent Transfer Instrument substantially in the form of the Opinion of Counsel delivered to the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___(except with respect to 1.00% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, which may be thirty days 30 or more days delinquent but less than sixty 60 days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date); (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ 60 months and will not exceed ___ 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___100%; (v) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 6 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____7.125% or greater than ___10.50%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ January 1, 1999; (ix) the servicer with respect to such Subsequent Mortgage Loan is the Subsequent Master Servicer; and (ixx) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____8.25% and not more than _____9.00%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______92.00%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ 500,000; and (v) have a weighted average Gross Margin of not the Mortgage Loans with Loan-to-Value Ratios in excess of 80.00% and less than _____or equal to 97.00%, at least 70.00% of such Mortgage Loans will be covered by a primary mortgage insurance policy, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, Mortgage Loan Seller shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Conveyance of the Subsequent Mortgage 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 Depositor Company of all or a portion of the balance of funds in one of the Pre-Funding AccountAccounts, the Depositor Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor Company in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Company to the Trustee on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.03 above and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor Company reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The terms of Section 2.03 will apply to each transfer of the Subsequent Mortgage Loans as if they had been transferred on the Closing Date. The transfer to the Trustee for deposit in the Mortgage Pool Loan Group I or Loan Group III, as applicable, by the Depositor Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the DepositorCompany, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor Company to the Trust FundFund for Loan Group I or Loan Group III, as applicable. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three two Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the DepositorCompany). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Company shall transfer to the Trustee for deposit in the Mortgage Pool Loan Group I or Loan Group III the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (aSection 2.10(a) above, and the Trustee shall release funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor Company shall have provided the Trustee and the Certificate Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee or the Certificate Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Depositor Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule Schedule, listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially Instrument in the form of Exhibit IN, the Depositor Company shall not be insolvent nor shall it have been rendered made insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor Company shall have delivered to the Trustee a Subsequent Transfer Instrument substantially in the form of Exhibit N, confirming the satisfaction of the conditions each condition precedent and representations specified in this Section 2.11 and, pursuant to 2.10(b) and Section 2.10(c) following and in the related Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viiivii) the Depositor Certificate Insurer shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating Officer's Certificate confirming that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) representations and (d) belowwarranties of Section 5.07 of the Insurance Agreement; and
(ixviii) the Depositor Company shall have delivered to the Trustee an Opinion and the Certificate Insurer Opinions of Counsel addressed to the Trustee and Certificate Insurer, the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loanscertain bankruptcy, corporate and tax matters.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties of the Company with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Datebeing satisfied: (i) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the remaining stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ 360 months; (iii) the such Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will be underwritten in accordance with the Underwriting Guidelines; (v) such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___90.00%; and (vvi) the such Subsequent Mortgage Loans will have as of the Subsequent Cut-off Dateend of the related Funding Period, a weighted average term since origination not in excess of ___ six months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following . In addition, following the purchase of the any Subsequent Mortgage Loans by the Trust Fund, the Mortgage Group I Loans and Group III Loans, as determined separately (including the related Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: will (ia) have a weighted average original term to stated maturity of not more than ___ 360 months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iiib) have a weighted average Loan-to-Value Ratio of not more than ______%90.00% with respect to the Group I Loans, and 90.00% with respect to Group III Loans, each by aggregate principal balance of the related Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date; (ivc) have no Mortgage Loan with a principal balance in excess of $_______ 700,000; and (vd) have a weighted average Gross Margin of not less than _____%, in each case, as applicable6.50% with respect to the Group I Loans, by aggregate principal balance of the related Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date.
. In the sole discretion of the Certificate Insurer, Subsequent Mortgage Loans with characteristics varying from those set forth above may be purchased by the Trust Fund (e) Notwithstanding the foregoing, any except that no Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent in Loan Group III shall have a Net Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer DateInterest Rate less than 7.25%); provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three addition of such Mortgage Loans will not materially affect the aggregate characteristics of the Group I Loans or Group III Loans.
(d) Within five Business Days after the end of the Funding Period, the Company shall deliver to DCR, Xxxxx'x and S&P a copy of the updated Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic format.
(e) On or prior to such the earlier of the final Subsequent Transfer Date or the day upon which the Funding Period ends, the Certificate Insurer shall execute and deliver to the Trustee, DCR, Xxxxx'x and S&P the Insurer Subsequent Mortgage Loan Certificate. If the Insurer Subsequent Mortgage Loan Certificate specifies a computer file acceptable higher or lower Initial Group I Specified Subordinated Percentage and/or Initial Group III Specified Subordinated Percentage, such specifications will be based upon the application of the same methodology as was applied to each Rating Agency describing the characteristics specified Mortgage Loans delivered on the Closing Date, which methodology considers the following, without limitation: the Loan-to-Value Ratio, coupon, loan grade, amortization type, lien, property type, occupancy type, documentation type, mortgage loan index and margin; provided, however, the increase or decrease to the percentage in paragraphs (c) the definitions of Initial Group I Specified Subordinated Percentage and (d) above.Initial Group III Specified Subordinated Percentage shall not exceed
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool applicable Loan Group, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment Agreements with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IL, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to. the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(viiiii) the The Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the will not select such Subsequent Mortgage Loans conform in a manner that it believes to be adverse to the characteristics set forth in paragraphs (c) and (d) below; andinterests of the Certificateholders;
(ixiii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies are provided with respect an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans, to be delivered as provided pursuant to this Section 2.07;
(iv) the Rating Agencies and the Trustee are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, confirming that the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee conveyed on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any such Subsequent Transfer Date is subject a true sale, to the satisfaction be delivered as provided pursuant to this Section 2.07;
(v) As of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: , each such Subsequent Mortgage Loan will satisfy the following criteria:
(i1) the Such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date;
(2) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(3) Each Subsequent Mortgage Loan must be a Six Month LIBOR or One Year LIBOR adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(4) No Subsequent Mortgage Loan will have a first payment date occurring after January 1, 2005;
(5) The latest maturity date of any Subsequent Mortgage Loan will be no later than December 1, 2034;
(6) Such Subsequent Mortgage Loan will have a credit score of not less than 600;
(7) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date provided, however that ranging from approximately ___2.250% per annum to approximately 2.250% per annum;
(8) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent Cut-Off Date greater than 10.250%; and
(9) Such Subsequent Mortgage Loans, by aggregate principal balance as Loan shall have been underwritten in accordance with the underwriting guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, may be thirty days or more but the Subsequent Mortgage Loans in the aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin ranging from 2.250% to 2.250% per annum;
(ii) Have a weighted average credit score greater than 621;
(iii) Have no less than sixty days delinquent in their monthly payments as 80% of the related Subsequent Cut-off Date and approximately ___Mortgaged Properties be owner occupied;
(iv) Have no less than 70% of the Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 45% of the Subsequent Mortgage Loans, by aggregate principal balance as Loans be cash out refinance;
(vi) Have all of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the such Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have Loans with a Loan-to-Value Ratio greater than ___%; 80% be covered by a Primary Insurance Policy;
(vvii) the Subsequent Mortgage Loans will have as of the Subsequent Cut-off Date, Have a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or maximum mortgage rate greater than ___or equal to 10.250%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; and
(viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Be acceptable to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveAgencies.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ARM Trust 2004-12)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below in In consideration of the TrusteeSecurities Administrator's delivery on the Subsequent Transfer Dates Date to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall shall, on any such Subsequent Transfer Date Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund but (subject to the other terms and provisions of this Agreement Agreement) all of the its right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor Seller on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall (i) be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust FundTrust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Securities Administrator on behalf of the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) % of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool Trust Fund, the Subsequent Mortgage Loans Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator on behalf of the Trustee shall release funds from the Pre-Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, Seller shall have cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee Trustee, the Securities Administrator and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the First Horizon Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a servicing agreement and assignment agreements with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IO, the Depositor shall not be bankrupt or insolvent nor shall it have been rendered bankrupt or insolvent by such transfer nor shall it be aware of any pending insolvency;bankruptcy or insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence consequences to the Trust Fund or the Certificateholders;.
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions including, but not limited to the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(viiiii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to the interests of the Certificateholders;
(iii) the Depositor shall have delivered to Trustee, the Trustee a letter from Securities Administrator and the Rating Agencies are provided with an Independent accountant (with copies provided to each Rating Agency) Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the characteristics Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans conform Loans, to the characteristics set forth in paragraphs (c) and (d) below; andbe delivered as provided pursuant to this Section 2.07;
(ixiv) the Depositor shall have delivered to Rating Agencies and the Trustee are provided with an Opinion of Counsel addressed to or Opinions of Counsel, at the Trustee and expense of the Rating Agencies with respect to Depositor, confirming that the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee conveyed on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any such Subsequent Transfer Date is subject a true sale, to be delivered as provided pursuant to this Section 2.07; and
(v) the satisfaction execution and delivery of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 Transfer Agreement or more days delinquent as conveyance of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated term to maturity of the Subsequent Mortgage Loan will not be less than ___ months and will not exceed ___ months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___%; (v) the Subsequent Mortgage Loans will have as does not result in a reduction or withdrawal of any ratings assigned to the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced Certificates by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus SupplementRating Agencies.
(d) Following The Securities Administrator shall be entitled to rely upon the purchase of the Subsequent Mortgage Loans confirmation made by the Trust Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of not less than _____% and not more than _____%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a principal balance in excess of $_______ and (v) have a weighted average Gross Margin of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior Depositor pursuant to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer Instrument and the Depositor as Opinions of Counsel delivered pursuant to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs clause (cc)(iii) and (div) aboveabove in determining that the condition precedents are met for the release of funds from the Pre-Funding Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Saco I Trust 2005-8)
Conveyance of the Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b) below below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; providedPROVIDED, howeverHOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received due and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre- Funding Account and the Group II Pre-Funding Account Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Mortgage Pool Trust the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the NIMS Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage LoansNotice;
(ii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as SellerOriginator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit IJ, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.11 2.10 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that and the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer to the transfer of such Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (ii) the stated remaining term to stated maturity of the Subsequent Mortgage Loan will not be less than ___ 174 months and will not exceed ___ months360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___95.00%; (v) the Subsequent Mortgage Loans will have have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of ___ 2 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than ____5.800% or greater than ___12.500%; (vii) the Subsequent Mortgage Loan will shall have been serviced by the Master Servicer since origination or purchased by the DepositorOriginator in accordance with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due payment date occurring on or before ________________ March 1, 2003 and (ix) the Subsequent Mortgage Loan will be shall have been underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Group I Mortgage Loans by the Trust FundLoans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than ___ months360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than _____7.440% and not more than _____7.590%; (iii) have a weighted average Loan-to-Value Ratio of not more than ______80.68%, (iv) consist of Mortgage Loans covered by the PMI Policy representing no less than approximately 68.73% of the Group I Mortgage Loans, (v) have no Mortgage Loan with a Principal Balance in excess of $600,000 and (vi) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 80.71% of the Group I Mortgage Loans, in each case, measured by aggregate Principal Balance of the Group I Mortgage Loans as of the related Cut-off Date. Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) will, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.730% and not more than 7.880%; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.69%; (iv) have no Mortgage Loan with a principal balance Principal Balance in excess of $_______ and 750,000 (v) have a weighted average Gross Margin consist of not less than _____%, in each case, as applicable, by aggregate principal balance of the Mortgage Loans as of covered by the related Subsequent Cut-off Date.
(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and the Depositor as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.PMI Policy representing no less than
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asset Backed Thru Cer Ser 2002-5)
Conveyance of the Subsequent Mortgage 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 Depositor of all or a portion of the balance of funds in the related Pre-Funding AccountAccount with respect to the related Sub-Pool, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund Trustee but subject to the subordination described above in Section 2.01(b) above and the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument Instrument, delivered by the Depositor on such Subsequent Transfer Date, excepting the Depositor's Yield, (ii) principal due received and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 2.04 above and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal (including Prepayments, Curtailments and Excess Payments) received and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance principal balances of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor)transferred. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph Section 2.10 (a) above, and the Trustee shall release funds from the related Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) except with respect to the first conveyance of Subsequent Mortgage Loans to the Trustee, the Depositor shall have provided the Trustee and the Certificate Insurer with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee or the Certificate Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule Schedule, listing the Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Seller, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit I, the Depositor shall not be insolvent nor shall it have been rendered made insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse delivered to the interests Trustee an Officer's Certificate, substantially in the form of Exhibit V, confirming the Certificateholderssatisfaction of each condition precedent and representations specified in this Section 2.10(b), and Section 2.10(c) with respect to Sub-Pool 1, and Section 2.10(d) with respect to Sub-Pool 2 below in the related Subsequent Transfer Instrument;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming and the satisfaction of the conditions precedent specified in this Section 2.11 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;
(viii) the Depositor shall have delivered to the Trustee a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in paragraphs (c) and (d) below; and
(ix) the Depositor shall have delivered to the Trustee an Opinion Certificate Insurer Opinions of Counsel addressed to the Trustee Certificate Insurer, Xxxxx'x, S&P and the Rating Agencies Trustee with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Closing Date regarding certain bankruptcy and corporate matters; and
(viii) the true sale Trustee shall have delivered to the Certificate Insurer and the Depositor an Opinion of Counsel addressed to the Depositor, Xxxxx'x, S&P and the Certificate Insurer with respect to the Subsequent Transfer Instrument substantially in the form of the Subsequent Mortgage LoansOpinion of Counsel delivered to the Certificate Insurer and the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee.
(c) The obligation Any conveyance of the Trust Fund to purchase a Sub-Pool 1 Subsequent Mortgage Loan Loans on any a Sub-Pool 1 Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties of the Depositor: (i) each Sub-Pool 1 Subsequent Mortgage Loan must satisfy the representations and warranties specified in the Sub-Pool 1 Subsequent Transfer Instrument and this Agreement; (ii) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the Certificateholders; (iii) the Depositor will deliver certain opinions of counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loan determined Loans; (iv) as of the respective Subsequent Cut-off Date, the Sub-Pool 1 Subsequent Mortgage Loans will satisfy the following criteria: (iA) the such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-off Date provided, however that approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be thirty days or more but less than sixty days delinquent in their monthly payments as of the related Subsequent Cut-off Date and approximately ___% of the Subsequent Mortgage Loans, by aggregate principal balance as of the related Subsequent Cut-off Date, may be sixty days or more but less than ninety days delinquent in their monthly payments as of the related Subsequent Cut-off Date; (iiB) the stated original term to maturity of the such Subsequent Mortgage Loan will not be less than ___ 60 months and will not exceed ___ 360 months; (iiiC) the such Subsequent Mortgage Loan may not provide for negative amortization; (D) such Subsequent Mortgage Loan will have a Mortgage Rate not less than 8.50%; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Depositor--Underwriting Criteria--Sub-Pool 1" in the Prospectus; (F) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Depositor; (G) such Subsequent Mortgage Loan will not have a Combined Loan-to-Value Ratio greater than 91%; and (H) such Subsequent Mortgage Loans will have (1) as of the end of the Sub-Pool 1 Funding Period, a weighted average number of months since origination of not over 4 months and (2) not over 20% by aggregate principal balance with a first payment date in January 1998. In addition, following the purchase of any Sub-Pool 1 Subsequent Mortgage Loan by the Trust Fund, the Sub-Pool 1 Mortgage Loans (including the Sub-Pool 1 Subsequent Mortgage Loans) as of the end of the Sub-Pool 1 Funding Period will: (i) have a weighted average Mortgage Rate of at least 10.96%; (ii) have a weighted average remaining term to stated maturity of not more than 275 months and not less than 180 months; (iii) have a weighted average Combined Loan-to-Value Ratio of not more than 83%; (iv) have not in excess of 50% by aggregate principal balance of Sub-Pool 1 Mortgage Loans that are Balloon Mortgage Loans; (v) have no Sub-Pool
1 Mortgage Loan with a principal balance in excess of $850,000; (vi) not have in excess of 15% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by non-owner occupied Mortgaged Properties; (vii) not have a concentration of Mortgaged Properties in a single zip code in excess of 4% by aggregate principal balance of Sub-Pool 1 Mortgage Loans; (viii) not have in excess of 5% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by Mortgaged Properties that are condominiums; (ix) have at least 74% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties (including units in planned unit developments); (x) not have in excess of 10% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by Multifamily Properties and Mixed Use Properties; (xi) not have in excess of 5% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by Manufactured Homes; and (xii) not have in excess of 10% by aggregate principal balance of Sub-Pool 1 Mortgage Loans that are Periodic Payment Loans. The Certificate Insurer may, in its reasonable discretion, reject for purchase by the Trust Fund a proposed Sub-Pool 1 Subsequent Mortgage Loan which the Certificate Insurer reasonably believes would adversely affect the interests of the Certificateholders or the Certificate Insurer in the Mortgage Pool if included therein; provided that the Certificate Insurer may, in its reasonable discretion, choose to accept such proposed Sub-Pool 1 Mortgage Loan for purchase upon the Depositor depositing an amount determined by the Certificate Insurer in the Reserve Account with respect to such proposed Sub-Pool 1 Subsequent Mortgage Loan. In the sole discretion of the Certificate Insurer, Sub-Pool 1 Subsequent Mortgage Loans with characteristics varying from those set forth in this paragraph may be purchased by the Trust Fund; provided, however, that the addition of such Mortgage Loans will not materially affect the aggregate characteristics of Sub-Pool 1.
(d) Any conveyance of Sub-Pool 2 Subsequent Mortgage Loans on a Sub-Pool 2 Subsequent Transfer Date is subject to the following representations and warranties of the Depositor: (i) each Subsequent Mortgage Loan must satisfy the representations and warranties specified in the Sub-Pool 2 Subsequent Transfer Instrument and this Agreement; (ii) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes is adverse to the interests of the Certificateholders; (iii) the Depositor will deliver certain opinions of counsel with respect to the validity of the conveyance of such Subsequent Mortgage Loans; (iv) as of the respective Subsequent Cut-off Date the Sub-Pool 2 Subsequent Mortgage Loans will satisfy the following criteria: (A) such Sub-Pool 2 Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Sub-Pool 2 Subsequent Cut-off Date; (B) the original term to maturity of such Sub-Pool 2 Subsequent Mortgage Loan will not be less than 180 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may not provide for negative amortization; (D) such Subsequent Mortgage Loan will have a Gross Margin not less than 2.75%; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Depositor--Underwriting Criteria--Sub-Pool 2" in the Prospectus; (F) such Subsequent Mortgage Loan will have been serviced by the Servicer since origination or purchase by the Depositor; (G) such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than ___91%; (vH) the such subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 13.50% and (I) such Subsequent Mortgage Loans will have (1) as of the Subsequent Cutend of the Sub-off DatePool 2 Funding Period, a weighted average term number of months since origination of not over 4 months and (2) not over 20% by aggregate principal balance with a first payment date in excess January 1998. In addition, following the purchase of ___ months; (vi) no any Sub-Pool 2 Subsequent Mortgage Loan shall have a Mortgage Rate less than ____% or greater than ___%; (vii) the Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan must have a first Monthly Payment due on or before ________________ and (ix) the Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under the section "The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus Supplement.
(d) Following the purchase of the Subsequent Mortgage Loans by the Trust Fund, the Sub-Pool 2 Mortgage Loans (including the Sub-Pool 2 Subsequent Mortgage Loans) will, as of the Subsequent Cutend of the Sub-off DatePool 2 Funding Period will: (i) have a weighted average original Gross Margin of at least 5.27% and a weighted average coupon of at least 9.47%; (ii) have a weighted average remaining term to stated maturity of not more than ___ months; (ii) have a weighted average Mortgage Rate of 356 months and not less than _____% and not more than _____%348 months; (iii) have a weighted average Loan-to-Value Ratio of not more than ______83%; (iv) have no Sub-Pool 2 Mortgage Loan with a principal balance in excess of $_______ and 850,000; (v) not have in excess of 10% by aggregate principal balance of Sub-Pool 2 Mortgage Loans secured by non-owner occupied Mortgaged Properties; (vi) not have a weighted average Gross Margin concentration of Mortgaged Properties in a single zip code in excess of 5% by aggregate principal balance of Sub-Pool 2 Mortgage Loans; (vii) not less than _____%, have in each case, as applicable, excess of 6% by aggregate principal balance of Sub-Pool 2 Mortgage Loans secured by Mortgaged Properties that are condominiums; (viii) have at least 76% by aggregate principal balance of Sub-Pool 2 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties (including units in de minimis planned unit developments); (ix) will not be secured by Multifamily Properties; (x) will not be secured by Mixed Use Properties and (xi) not have in excess of 5% by aggregate principal balance of the Sub-Pool 2 Mortgage Loans as of secured by Manufactured Homes. The Certificate Insurer may, in its reasonable discretion, reject for purchase by the related Subsequent CutTrust Fund a proposed Sub-off Date.
(e) Notwithstanding the foregoing, any Pool 2 Subsequent Mortgage Loan may be rejected by either Rating Agency if which the inclusion of any such Subsequent Mortgage Loan Certificate Insurer reasonably believes would adversely affect the ratings interests of any Class of Certificates. At least one Business Day prior the Certificateholders or the Certificate Insurer in the Mortgage Pool if included therein; provided that the Certificate Insurer may, in its reasonable discretion, choose to the related Subsequent Transfer Date, each Rating Agency shall notify the Trustee, the Master Servicer and accept such proposed Sub-Pool 2 Mortgage Loan for purchase upon the Depositor as depositing an amount determined by the Certificate Insurer in the Reserve Account with respect to which such proposed Sub-Pool 2 Subsequent Mortgage LoansLoan. In the sole discretion of the Certificate Insurer, if any, shall not Sub-Pool 2 Subsequent Mortgage Loans with characteristics varying from those set forth in this paragraph may be included in purchased by the transfer on the related Subsequent Transfer DateTrust Fund; provided, however, that the Master Servicer, in its capacity as Seller, shall have delivered to each Rating Agency at least three Business Days prior to addition of such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing Sub-Pool 2 Mortgage Loans will not materially affect the aggregate characteristics specified in paragraphs (c) and (d) aboveof Sub-Pool 2.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Superior Bank FSB)
