Conveyance of Trust Fund; Issuance of Certificates. In exchange for the Certificates, the Depositor hereby delivers to the Trustee, without recourse, for the benefit of all present and future Holders of the Certificates, all of the Depositor's right, title and interest (other than with respect to any Retained Yield specified in Section 11.21) in and to (a) the Contracts listed in Schedule I to this Agreement, which the Depositor causes to be delivered to the Trustee, together with the Contract Files relating to the Contracts and the other property in respect of such Contracts, as specified in Section 2.01, and the proceeds thereof payable after the Cut-off Date, net of any amounts payable to the Servicers, the Master Servicer and the Depositor in accordance with the provisions of the Standard Terms, (b) the Insurance Policies, if any, relating to the Contracts, (c) property that secured a Contract and that has been acquired by Repossession, (d) [the Depositor's rights under the Warranty and Servicing Agreements with respect to the Contracts, (e)] the Certificate Account and all amounts deposited therein pursuant to the applicable provisions of the Agreement, net of amounts payable to the Servicers, the Master Servicer and the Depositor, as provided in Sections 3.18 and 3.19 and net of any Retained Yield and Administrative Fee payable to the Depositor, as specified in Sections 3.19 and 11.21 (f) [the Performance Bond and the proceeds thereof, as provided in Section 3.17, and (g)] all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property. The Trustee acknowledges the transfer and assignment to it of the Contracts and the delivery of the Contract Files to it (or, with respect to the Contracts subject to a Custodial Agreement, to the respective Custodian on its behalf) and the other property included in the Trust Fund, all to the extent provided above and in Section 2.01, and, concurrently with such delivery, has delivered to or upon the order of the Depositor, in exchange for the Contracts, Certificates duly authenticated and duly executed by the Trustee in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth herein and in the Standard Terms to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.
Appears in 4 contracts
Samples: Reference Agreement (Goldman Sachs Asset Backed Securities Corp), Reference Agreement (Goldman Sachs Asset Backed Securities Corp), Reference Agreement (Gs Mortgage Securities Corp)
Conveyance of Trust Fund; Issuance of Certificates. In exchange for the Certificates, the Depositor hereby delivers sells, transfers, assigns, delivers, sets over and otherwise conveys to the Trustee, without recourse, for the benefit of all present and future Holders of the Certificates, all of the Depositor's right, title and interest (other than with respect to any Retained Yield specified in Section 11.2111.22) in and to (a) the Contracts Mortgage Loans listed in Schedule I to this Agreement, which the Depositor causes to be delivered to the Trustee, together with the Contract Mortgage Files relating to the Contracts Mortgage Loans and the other property in respect of such ContractsMortgage Loans, as specified in Section 2.01, and the proceeds thereof payable after the Cut-off Date, net of any amounts payable to the ServicersServicer, the Master Servicer and the Depositor in accordance with the provisions of the Standard Terms, (b) the Insurance Policies, if any, relating to the Contractsproperty that secured a Mortgage Loan and has been acquired by foreclosure or deed in lieu of foreclosure, (c) property that secured a Contract the Performance Bond and that has been acquired by Repossessionthe proceeds thereof, as provided in Section 3.17, (d) [the Depositor's rights under the Warranty and Servicing Agreements with respect to the ContractsMortgage Loans, (e)] ) the Certificate Account and all amounts deposited therein pursuant to the applicable provisions of the Agreement, net of amounts payable to the Servicers, the Master Servicer and the Depositor, as provided in Sections 3.18 and 3.19 3.19, and net of any Retained Yield and Administrative Fee payable to the Depositor, as specified in Sections 3.19 and 11.21 11.22, and (f) [the Performance Bond and the proceeds thereof, as provided in Section 3.17, and (g)] all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property. The Trustee acknowledges the transfer and assignment to it of the Contracts Mortgage Loans and the delivery of the Contract Mortgage Files to it (or, with respect to the Contracts Mortgage Loans subject to a Custodial Agreement, to the respective Custodian on its behalf) and the other property included in the Trust Fund, all to the extent provided above and in Section 2.01, and, concurrently with such delivery, has delivered to or upon the order of the Depositor, in exchange for the ContractsMortgage Loans, Certificates duly authenticated and duly executed by the Trustee in authorized denominations Denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates Certifi cates and to perform the duties set forth sex xxxth herein and in the Standard Terms to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.
Appears in 2 contracts
Samples: Reference Agreement (Gs Mortgage Securities Corp), Reference Agreement (Goldman Sachs Asset Backed Securities Corp)
Conveyance of Trust Fund; Issuance of Certificates. In exchange for the Certificates, the Depositor hereby delivers sells, transfers, assigns, delivers, sets over and otherwise conveys to the Trustee, without recourse, for the benefit of all present and future Holders of the Certificates, all of the Depositor's right, title and interest (other than with respect to any Retained Yield specified in Section 11.211.22) in and to (a) the Contracts listed in Schedule I to this Agreement, which the Depositor causes to be delivered to the Trustee, together with the Contract Files relating to the Contracts and the other property in respect of such Contracts, as specified in Section 2.01, and the proceeds thereof payable after the Cut-off Date, net of any amounts payable to the Servicers, the Master Servicer and the Depositor in accordance with the provisions of the Standard Terms, (b) property that secured a Contract and has been acquired by Repossession, (c) the Insurance Policies, if any, relating to the Contracts, (c) property that secured a Contract and that has been acquired by Repossession, (d) [the Performance Bond and the proceeds thereof, as provided in Section 3.17, (e)] the Depositor's rights under the Warranty and Servicing Agreements with respect to the Contracts, (e)] f) the Certificate Account and all amounts deposited therein pursuant to the applicable provisions of the Agreement, net of amounts payable to the Servicers, the Master Servicer and the Depositor, as provided in Sections 3.18 and 3.19 3.19, and net of any Retained Yield and Administrative Fee payable to the Depositor, as specified in Sections 3.19 and 11.21 (f) [the Performance Bond and the proceeds thereof, as provided in Section 3.171.22, and (g)] ) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property. The Trustee acknowledges the transfer and assignment to it of the Contracts and the delivery of the Contract Files to it (or, with respect to the Contracts subject to a Custodial Agreement, to the respective Custodian on its behalf) and the other property included in the Trust Fund, all to the extent provided above and in Section 2.01, and, concurrently with such delivery, has delivered to or upon the order of the Depositor, in exchange for the Contracts, Certificates duly authenticated and duly executed by the Trustee in authorized denominations Denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth herein and in the Standard Terms to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.
Appears in 2 contracts
Samples: Reference Agreement (Goldman Sachs Asset Backed Securities Corp), Reference Agreement (Gs Mortgage Securities Corp)