PRELIMINARY STATEMENT Clause Samples
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PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, e...
PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.
PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following ta...
PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the Group I Cap 1 Account, (iv) the Group I Cap 1 Agreement (v) the Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising ten real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC IA,” “REMIC IIA,” “REMIC IIIA,” “REMIC IVA,” “REMIC VA,” “Master REMIC I,” “Class I-C REMIC,” “Class I-P REMIC,” “REMIC IB,” and “Master REMIC II”). For purposes of the REMIC Provisions, each Group I Certificate, other than the Class I-R, Class R-X, Class I-P, and Class I-C Certificates and exclusive of the right receive or the obligation to pay any Net Carryover Amounts reflecting any interest rate in excess of the Group I REMIC Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the REMIC Provisions, each Group II Certificate (other than the Class II-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and the Uncertificated REMIC Intereststs represent ownership of a regular interest in Master REMIC II. The Class I-R Certificate represents ownership of the sole class of residual interest in each of REMIC IA, REMIC IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate represents ownership of the sole class of residual interest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. The Class R-X Certificate represents ownership of the sole class of residual interest in the Class I-C REMIC and the Class I-P REMIC. Any inconsisten...
PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trustee shall treat the Trust Fund as consisting of, among other things, a trust (the "ES Trust") beneath which are two real estate mortgage investment conduits (or in the alternative, the "Lower Tier REMIC" and the "Master REMIC") and shall make all elections as necessary for such treatment. The Lower Tier REMIC will hold all the assets of the Trust Fund (other than the Pre-Funding Account and the Capitalized Interest Account) and will issue several classes of uncertificated Lower Tier REMIC Interests. The Class LTR-A-R Interest is hereby designated as the residual interest in the Lower Tier REMIC and each other Lower Tier REMIC Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Master REMIC will hold all the regular interests in the Lower Tier REMIC and will issue several classes of uncertificated Master REMIC Interests. The Class A-R Interest is hereby designated as the residual interest in the Master REMIC and each other Master REMIC Interest is hereby designated as a regular interest in the Master REMIC. The "latest possible maturity date," for federal income tax purposes, of all REMIC regular interests created hereby will be the Latest Possible Maturity Date. The ES Trust shall hold the LTR-A-R Interest, the MR-A-R Interest, all Master REMIC regular interests and shall issue the Certificates. Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more of the Master REMIC regular interests held by the ES Trust. The Class A-R Certificate will represent ownership of the LTR-A-R Interest and the MR-A-R Interest, which are, respectively, the sole Classes of REMIC residual interest in each of the Lower Tier REMIC and the Master REMIC. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and shall treat each Holder of an ES Trust Certificate as the owner of the individual, underlying assets represented by such ES Trust Certificate. In addition, to the fullest extent possible, ownership of an ES Trust Certificate shall be treated as direct ownership of the individual, underlying assets represented by such ES Trust Certificate for federal income tax reporting purposes. The ES Trust, the Corridor Contract, the Supplemental Interest Trust and the Corridor Contract Reserve Fund will not form part of any REMIC. Th...
PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder on ____________, 199__ (the "Closing Date") in multiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the Mortgage Loans (as defined herein) and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as REMIC I. The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. With respect to each Mortgage Loan, there shall be a corresponding "regular interest" in REMIC I (each, a "REMIC I Regular Interest"). The designation for each such REMIC I Regular Interest shall be the loan number for the related Mortgage Loan set forth on the schedule of Mortgage Loans attached hereto as Exhibit B-1. The remittance rate (the "REMIC I Remittance Rate") and the initial stated principal amount (the initial "Uncertificated Principal Balance") of each such REMIC I Regular Interest shall equal the Net Mortgage Rate (as defined herein) as of the Closing Date and the Cutoff Date Balance (as defined herein), respectively, for the related Mortgage Loan. Determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I Regular Interest shall be the date that is the first Distribution Date (as defined herein) that follows the Stated Maturity Date (as defined herein) for the related Mortgage Loan. None of the REMIC I Regular Interests will be certificated. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "REMIC II Remittance Rate"), the Uncertificated Principal Ba...
PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (other than the Reserve Fund, the Pre-Funding Account, the Interest Coverage Account and, for the avoidance of doubt, the Swap Agreement, the Swap Account and any rights or obligations in respect of the Swap Administration Agreement) as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R-1 Certificates will be the sole class of Residual Interests (as defined herein) in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated. Designation Uncertificated REMIC I Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date (1) I-1-A Variable(2) $ 6,504,163.13 October 25, 2035 I-1-B Variable(2) $ 6,504,163.13 October 25, 2035 I-2-A Variable(2) $ 7,630,897.06 October 25, 2035 I-2-B Variable(2) $ 7,630,897.06 October 25, 2035 I-3-A Variable(2) $ 8,735,561.93 October 25, 2035 I-3-B Variable(2) $ 8,735,561.93 October 25, 2035 I-4-A Variable(2) $ 9,808,437.92 October 25, 2035 I-4-B Variable(2) $ 9,808,437.92 October 25, 2035 I-5-A Variable(2) $ 10,838,637.00 October 25, 2035 I-5-B Variable(2) $ 10,838,637.00 October 25, 2035 I-6-A Variable(2) $ 11,815,419.66 October 25, 2035 I-6-B Variable(2) $ 11,815,419.66 October 25, 2035 I-7-A Variable(2) $ 12,730,772.07 October 25, 203...
PRELIMINARY STATEMENT. The Company intends to sell certain mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.
PRELIMINARY STATEMENT. (the "Purchaser") is the holder of the entire interest in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class B Certificates were issued pursuant to a Pooling and Servicing Agreement dated ___________________among Bank of America Mortgage Securities, Inc., as depositor (the "Depositor"), the Servicer, and The Bank of New York, as Trustee. The Purchaser has requested the Servicer to engage the Loss Mitigation Advisor, at the Purchaser's expense, to assist the Servicer with respect to default management and reporting situations for the benefit of the Purchaser. In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Servicer hereby engages the Loss Mitigation Advisor to provide advice in connection with default management and reporting situations with respect to defaulted loans, including providing to the Servicer recommendations with respect to foreclosures, the acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure and deficiency notes, as well as with respect to the sale of REO properties. The Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that its fees will be paid by the Purchaser and not the Servicer, and that it will not look to the Servicer for financial remuneration. It is the intent of the parties to this Agreement that the services of the Loss Mitigation Advisor are provided without fee to the Servicer for the benefit of the Purchaser for the life of the Class B Certificates.