Remic Provisions. (a) The Originator, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or Master REMIC, as the case may be (excluding the obligation and related demand note of the Originator pursuant to Section 3.06(c), the Staged-Funding Contract Reserve Account, the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer) and the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status. (b) The Regular Certificates are being issued in ten classes and are hereby designated by the Originator as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance Pass-Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- Class A-1 3.22% $ 105,000,000 September 2033 Class A-2 5.15% $ 90,000,000 September 2033 Class A-3 6.09% $ 38,000,000 September 2033 Class A-4 the lesser of 7.36% per $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap Rate Class A-IO (2) $ (95,000,000) September 2033 Class M-1(3) a floating rate equal to $ 32,063,000 September 2033 the least of one month LIBOR plus 1.75% per year, the Adjusted Net WAC Cap Rate, and 15.00% per year Class M-2 the lesser of 8.59% per $ 23,037,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 2033
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Remic Provisions. (a) a. The Originator, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or Master REMIC, as the case may be (excluding the obligation and related demand note of the Originator pursuant to Section 3.06(c), the Staged-Funding Contract Reserve Account, the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer) and the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Certificates are being issued in ten classes and are hereby designated by the Originator as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance Pass-Though Remittance Rate Per (or Notional Assumed Final Principal Class Per Annum Principal AmountXxxxx Xxxxxx*) Maturity Date(1) --------------------- Date ------------ ---------------------------- ---------------------- ------------------------- ------------------------------ ----------------- Class A-1 3.22A floating rate per annum $125,000,000 May 2033 equal to the lesser of (a) one-month LIBOR plus 0.13% $ 105,000,000 September 2033 and (b) the Adjusted Weighted Average Contract Rate Class A-2 5.155.16% $ 90,000,000 September 100,000,000 May 2033 Class A-3 6.095.79% $ 38,000,000 September 65,000,000 May 2033 Class A-4 the lesser of 7.36% per $ 143,437,000 September 6.91%/(1)/ 193,000,000 May 2033 year or the Adjusted Net WAC Cap Rate Class A-IO 2.50%/(2)/ *120,000,000 May 2033 Class M-1 7.15%/(3)/ 37,500,000 May 2033 Class M-2 7.44%/(3)/ 30,900,000 May 2033 Class B-1 8.50%/(3)/ 30,600,000 May 2033 Class B-2 10.50%/(3)/ 18,000,000 May 2033 Class B-3I /(4)/
(1) A floating rate (determined each Due Period as of each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, but in no event greater than (i) for each Remittance Date prior to and including the first Remittance Date on which the Pool Scheduled Principal Balance is equal to or less than 10% of the Cut-off Date Pool Principal Balance, 6.91% per annum, and (ii) for each Remittance Date after the first Remittance Date on which the Pool Scheduled Principal Balance is equal to or less than 10% of the Cut-off Date Pool Principal Balance, 7.41% per annum.
(2) $ The Class A-IO Certificate will receive each Remittance Date the distribution on such Remittance Date to the Class I-AIO Interest under Section 8.03(b) (95,000,000) September 2033 1), which is equivalent to interest accrued at the Class M-1(3) a A-IO Remittance Rate on the Class A-IO Notional Principal Amount. /(3)/ A floating rate (determined monthly on each Remittance Date) equal to $ 32,063,000 September 2033 the least of one month LIBOR plus 1.75% per year, the Adjusted Net WAC Cap Weighted Average Contract Rate, and 15.00% per year Class M-2 but in no event greater than the lesser of 8.59% per $ 23,037,000 September 2033 year or the Adjusted Net WAC Cap related Remittance Rate Class B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate specified above. /(4)/ The Class B-3I (4) $(475,000,000) September 2033Certificates are interest-only Certificates entitled to the payment of the Class B-3I Formula Distribution Amount.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c3.05(c), the Staged-Staged- Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Certificates are being issued in ten 14 classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Pass-Through Rate Original Class Principal Balance Pass-Though Rate (or Notional Assumed Final Class CLass Per Annum Principal Amount) Balance Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- Date Class A-1 3.224.948% $ 105,000,000 September 2033 22,300,000 June 1, 2000 Class A-2 5.155.51% $ 90,000,000 September 2033 44,000,000 February 1, 2031 Class A-3 6.095.80% $ 38,000,000 September 2033 57,500,000 February 1, 2031 Class A-4 the lesser of 7.365.95% per $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap Rate 41,000,000 February 1, 2031 Class A-IO (2) A-5 6.16% $100,200,000 February 1, 2031 Class A-6 6.50% $ (95,000,000) September 2033 22,000,000 February 1, 2031 Class M-1(3) a A-7 6.74% $ 58,500,000 February 1, 2031 Class A-8 7.06%* $ 74,500,000 February 1, 2031 Class A-9 6.53%* $250,000,000 February 1, 2031 Class M-1 6.96%* $ 42,000,000 February 1, 2031 Class M-2 7.20%* $ 24,000,000 February 1, 2031 Class B-1 8.37%* $ 28,000,000 February 1, 2031 Class B-2 8.37%* $ 36,000,000 February 1, 2031 Class B-3I _____** ** February 1, 2031 --------------- * A floating rate (determined monthly on each Remittance Date) equal to $ 32,063,000 September 2033 the least of one month LIBOR plus 1.75% per year, the Adjusted Net WAC Cap Weighted Average Contract Rate, and 15.00% per year Class M-2 but in no event greater than the lesser of 8.59% per $ 23,037,000 September 2033 year or the Adjusted Net WAC Cap related Remittance Rate Class B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate specified above. ** The Class B-3I (4Certificates are interest-only Certificates entitled to the payment of Excess Interest. The Company does not represent that any Class of Regular Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) $(475,000,000of the Code.
c. The Uncertificated Subsidiary Interests are being issued in thirteen classes and are hereby designated by the Company as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) September 2033of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c3.05(c), the Staged-Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Master Certificates are being issued in ten classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Master Certificates are irrevocably established as of the Closing Date: Expected Final Pass-Through Rate Original Class Principal Balance Pass-Though Rate (or Notional Assumed Final Maturity Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- Balance Date Class A-1 3.225.66875% $ 105,000,000 September 2033 36,000,000 April 1, 1999 Class A-2 5.155.98% $ 90,000,000 September 2033 39,000,000 January 2, 2030 Class A-3 6.096.03% $ 38,000,000 September 2033 95,000,000 January 2, 2030 Class A-4 the lesser of 6.11% 41,500,000 January 2, 2030 Class A-5 6.24% 162,000,000 January 2, 2030 Class A-6 *6.81% 260,250,000 January 2, 2030 Class M-1 *6.94% 52,500,000 January 2, 2030 Class B-1 *7.36% per 33,750,000 January 2, 2030 Class B-2 *8.44% 30,000,000 January 2, 2030 Class B-3I ** 0 January 2, 2030 ---------- * A floating rate (determined monthly on each Remittance Date) equal to the Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. ** An amount equal to the Excess Interest for each Remittance Date. The expected final maturity of each Class of Master Certificates as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Master Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
c. The Uncertificated Subsidiary Interests are being issued in nine classes and are hereby designated by the Company as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: Original Subsidiary Expected Final Pass-Through Rate Interest Maturity Class Per Annum Principal Balance Date Class A-S1 Weighted Average $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap 36,000,000 January 2, 2030 Contract Rate Class A-IO (S2 Weighted Average 39,000,000 January 2, 2030 Contract Rate Class A-S3 Weighted Average 95,000,000 January 2, 2030 Contract Rate Class A-S4 Weighted Average 41,500,000 January 2, 2030 Contract Rate Class A-S5 Weighted Average 162,000,000 January 2, 2030 Contract Rate Class A-S6 Weighted Average 260,250,000 January 2, 2030 Contract Rate Class M-S1 Weighted Average 52,500,000 January 2, 2030 Contract Rate Class B-S1 Weighted Average 33,750,000 January 2, 2030 Contract Rate Class B-S2 Weighted Average 30,000,000 January 2, 2030 Contract Rate The expected final maturity of each Class of Uncertificated Subsidiary Interests as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Uncertificated Subsidiary Interests will, in fact, mature on any given date. The Class C Subsidiary Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Subsidiary REMIC for purposes of Section 860G(a)(2) $ (95,000,000of the Code.
d. The Closing Date, which is the day on which each of the Subsidiary REMIC and the Master REMIC will issue all of its regular and residual interests, is hereby designated as the "startup day" of both the Subsidiary REMIC and the Master REMIC within the meaning of Section 860G(a)(9) September 2033 Class M-1(3) a floating rate equal to $ 32,063,000 September 2033 of the least of one month LIBOR plus 1.75% per yearCode.
e. After the Closing Date, neither the Trustee, the Adjusted Net WAC Cap RateCompany nor any Servicer shall (i) accept any contribution of assets to the Subsidiary REMIC or the Master REMIC, (ii) dispose of any portion of the Subsidiary REMIC or the Master REMIC, other than as provided in Sections 3.05, 3.06 and 8.05, (iii) engage in any "prohibited transaction," as defined in Sections 860F(a)(2) and (5) of the Code, except as may be contemplated by Section 3.05(c), (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Subsidiary REMIC or the Master REMIC of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v) the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Subsidiary REMIC or the Master REMIC as a REMIC or the status of the Uncertificated Subsidiary Interests as "regular interests" in the Subsidiary REMIC, the status of the Class C Subsidiary Certificates as the sole class of "residual interests" in the Subsidiary REMIC, the status of the Regular Certificates as "regular interests" in the Master REMIC, or the status of the Class C Master Certificates as the sole class of "residual interests" in the Master REMIC, (B) affect the distributions payable hereunder to the Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Subsidiary REMIC or the Master REMIC.
f. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Contract, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Subsidiary REMIC or the Master REMIC of such property subsequent to the period then permitted by the Code will not result in the imposition of any taxes on "prohibited transactions" of the Subsidiary REMIC or the Master REMIC, as defined in Section 860F of the Code, or cause the Subsidiary REMIC or the Master REMIC to fail to qualify as a REMIC at any time that the Uncertificated Subsidiary Interests, Class C Subsidiary Certificates, Regular Certificates or Class C Master Certificates are outstanding. The Servicer shall manage, conserve, protect and operate such real property, or any personal property incident thereto, so that such property will not fail to qualify as "foreclosure property," as defined in Section 860G(a)(8) of the Code, and 15.00% per year Class M-2 that the lesser management, conservation, protection and operation of 8.59% per $ 23,037,000 September 2033 year such property will not result in the receipt by the Subsidiary REMIC or the Adjusted Net WAC Cap Rate Class B-1 Master REMIC of any "income from nonpermitted assets," within the lesser meaning of 9.40% per $ 23,275,000 September 2033 year or Section 860F(a)(2)(B) of the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 2033Code.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The Originator, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and Master REMIC Trust for its first taxable year shall provide that an election for the Subsidiary REMIC, Intermediate REMIC or Master REMIC, as the case may be Trust (excluding the obligation and related demand note exclusive of the Originator pursuant to Section 3.06(c), the Staged-Funding Contract Reserve Account, the Pre-Funding Account, the Yield Maintenance Reserve Fund Prefunding Account and the Basis Risk Reserve Fund) elects Capitalized Interest Account to be treated as a REMIC under the Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer) and ), the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or Master REMIC Trust as a REMIC under the REMIC provisions Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
. For purposes of the REMIC election (bi) The Regular the Certificates are being issued in ten classes and are hereby shall be designated by the Originator as constituting the "regular interests" in the Master REMIC for and (ii) the purposes Class C Certificate shall be designated as the sole class of Section 860G(a)(1) "residual interests" in the REMIC. The Trustee shall not permit the creation of any "interests" in the REMIC (within the meaning of the CodeREMIC Provisions) other than the Certificates and the Class C Certificate.
b. The Certificates are being issued in eleven classes. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Class Pass-Through Rate Xxx Xxxxx Principal Balance Pass-Though Rate (or Notional Assumed Final ----------- ------------------------------------------------ ----------------- Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- Class A-1 3.22AF-1 6.94% $ 105,000,000 September 2033 321,740,000 Class A-2 5.15AF-2 7.34% $ 90,000,000 September 2033 186,150,000 Class A-3 6.09AF-3 7.52% $ 38,000,000 September 2033 80,570,000 Class A-4 the lesser of 7.36AF-4 7.87% per $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap Rate 48,620,000 Class A-IO (2) AF-5 8.15% $ (95,000,000) September 2033 75,420,000 Class M-1(3) AF-6 7.80% $ 97,500,000 Class MF-1 8.14% $ 59,300,000 Class MF-2 8.62 $ 50,500,000 Class BF-1 a floating rate equal to the Weighted Average $ 32,063,000 September 2033 30,200,000 Loan Rate, but in no event greater than 9.44% Class BF-2 a floating rate equal to the least Weighted Average $ 35,000,000 Loan Rate, but in no event greater than 10.00% Class P None $ 100
c. The Closing Date, which is the day on which the Trust will issue all of one month LIBOR plus 1.75% per yearits regular and residual interests, is hereby designated as the "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code.
d. After the Closing Date, neither the Trustee, the Adjusted Net WAC Cap RateOriginator, the Seller nor any Servicer shall (i) accept any contribution of assets to the Trust, (ii) dispose of any portion of the Trust other than as provided in Sections 3.06, 3.07 and 8.06, (iii) engage in any transaction that would result in the imposition of tax on "prohibited transactions," as defined in Section 860F(a)(1) of the Code, (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Trust of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v), the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Trust as a REMIC or the status of the Certificates and Class C Certificate as "regular interests" and the sole class of "residual interests," respectively, therein, in each case for federal income tax purposes, (B) affect the distributions payable hereunder to the Certificateholders or the Class C Certificateholder or (C) result in the imposition of any lien, charge or encumbrance upon the Trust.
e. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Loan, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Trust of such property subsequent to the period then permitted by the Code will not result in the imposition of any taxes on "prohibited transactions" of the Trust, as defined in Section 860F of the Code, or cause the Trust to fail to qualify as a REMIC at any time that the Certificates or Class C Certificate are outstanding. The Servicer shall manage, conserve, protect and operate such real property, or any personal property incident thereto, so that such property will not fail to qualify as "foreclosure property," as defined in Section 860G(a)(8) of the Code, and 15.00% per year Class M-2 that the lesser management, conservation, protection and operation of 8.59% per $ 23,037,000 September 2033 year or such property will not result in the Adjusted Net WAC Cap Rate Class B-1 receipt by the lesser Trust of 9.40% per $ 23,275,000 September 2033 year or any income attributable to any asset which is neither a qualified mortgage nor a permitted investment within the Adjusted Net WAC Cap Rate Class B-2 meaning of the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 2033REMIC Provisions.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c3.05(c), the Staged-Staged- Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Certificates are being issued in ten 11 classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Pass-through Rate Original Class Principal Balance Pass-Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Balance Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- Date ------------- ------------------ ------------------- ---------------- Class A-1 3.226.27% $150,000,000 April 1, 2031 Class A-2 6.77% $ 105,000,000 September 2033 70,000,000 April 1, 2031 Class A-2 5.15A-3 6.97% $110,000,000 April 1, 2031 Class A-4 7.33% $125,000,000 April 1, 2031 Class A-5 *7.86% $295,000,000 April 1, 2031 Class A-6 *7.50% $850,000,000 April 1, 2031 Class M-1 *8.05% $120,000,000 April 1, 2031 Class M-2 *8.67% $ 90,000,000 September 2033 70,000,000 April 1, 2031 Class A-3 6.09B-1 *9.20% $ 38,000,000 September 2033 70,000,000 April 1, 2031 Class A-4 B-2 *9.20% $140,000,000 April 1, 2031 Class B-3I ** * A floating rate (determined monthly on each Remittance Date) equal to the lesser Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. ** The class B-3I Certificates are interest-only Certificates entitled to the payment of 7.36% per $ 143,437,000 September 2033 year or Excess Interest. The Company does not represent that any Class of Regular Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single class and are hereby designated by the Adjusted Net WAC Cap company as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
c. The Uncertificated Subsidiary Interests are being issued in 10 classes and are hereby designated by the Company as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the Code. the following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: Original Subsidiary Interest Principal Class Pass-through Rate Per Annum Balance Maturity Date ------------ --------------------------------- ------------------------ ----------------------- Class A-IO (2S1 Weighted Average Contract Rate $150,000,000 April 1, 2031 Class A-S2 Weighted Average Contract Rate $ 70,000,000 April 1, 2031 Class A-S3 Weighted Average Contract Rate $110,000,000 April 1, 2031 Class A-S4 Weighted Average Contract Rate $125,000,000 April 1, 2031 Class A-S5 Weighted Average Contract Rate $295,000,000 April 1, 2031 Class A-S6 Weighted Average Contract Rate $850,000,000 April 1, 2031 Class M-S1 Weighted Average Contract Rate $120,000,000 April 1, 2031 Class M-S2 Weighted Average Contract Rate $ 70,000,000 April 1, 2031 Class B-S1 Weighted Average Contract Rate $ 70,000,000 April 1, 2031 Class B-S2 Weighted Average Contract Rate $140,000,000 April 1, 2031 The Company does not represent that any Class of Uncertificated Subsidiary Interests will, in fact, mature on any given date. The Class C Subsidiary Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Subsidiary REMIC for purposes of Section 860G(a)(2) $ (95,000,000of the Code.
d. The Closing Date, which is the day on which each of the Subsidiary REMIC and the Master REMIC will issue all of its regular and residual interests, is hereby designated as the "startup day" of both the Subsidiary REMIC and the Master REMIC within the meaning of Section 860G(a)(9) September 2033 Class M-1(3) a floating rate equal to $ 32,063,000 September 2033 of the least of one month LIBOR plus 1.75% per yearCode.
e. After the Closing Date, neither the Trustee, the Adjusted Net WAC Cap RateCompany nor any Servicer shall (i) accept any contribution of assets to the Subsidiary REMIC or the Master REMIC, (ii) dispose of any portion of the Subsidiary REMIC or the Master REMIC, other than as provided in Sections 3.05, 3.06 and 8.05, (iii) engage in any "prohibited transaction," as defined in Sections 860F(a)(2) and (5) of the Code, except as may be contemplated by Section 3.05(c), (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Subsidiary REMIC or the Master REMIC of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v) the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Subsidiary REMIC or the Master REMIC as a REMIC or the status of the Uncertificated Subsidiary Interests as "regular interests" in the Subsidiary REMIC, the status of the Class C Subsidiary Certificates as the sole class of "residual interests" in the Subsidiary REMIC, the status of the Regular Certificates as "regular interests" in the Master REMIC, or the status of the Class C Master Certificates as the sole class of "residual interests" in the Master REMIC, (B) affect the distributions payable hereunder to the Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Subsidiary REMIC or the Master REMIC.
f. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Contract, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Subsidiary REMIC or the Master REMIC of such property subsequent to the period then permitted by the Code will not result in the imposition of any taxes on "prohibited transactions" of the Subsidiary REMIC or the Master REMIC, as defined in Section 860F of the Code, or cause the Subsidiary REMIC or the Master REMIC to fail to qualify as a REMIC at any time that the Uncertificated Subsidiary Interests, Class C Subsidiary Certificates, Regular Certificates or Class C Master Certificates are outstanding. The Servicer shall manage, conserve, protect and operate such real property, or any personal property incident thereto, so that such property will not fail to qualify as "foreclosure property," as defined in Section 860G(a)(8) of the Code, and 15.00% per year Class M-2 that the lesser management, conservation, protection and operation of 8.59% per $ 23,037,000 September 2033 year such property will not result in the receipt by the Subsidiary REMIC or the Adjusted Net WAC Cap Rate Class B-1 Master REMIC of any "income from nonpermitted assets," within the lesser meaning of 9.40% per $ 23,275,000 September 2033 year or Section 860F(a)(2)(B) of the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 2033Code.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c3.05(c), the Staged-Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Master Certificates are being issued in ten 13 classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Master Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance PassPASS-Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- THROUGH RATE ORIGINAL CLASS EXPECTED CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY --------- --------- ----------------- -------------- Class A-1 3.225.64875% $ 105,000,000 September 2033 35,000,000 **August 1, 1999 Class A-2 5.155.91% $ 90,000,000 September 2033 98,000,000 June 1, 2030 Class A-3 6.095.93% $ 38,000,000 September 2033 50,000,000 June 1, 2030 Class A-4 5.98% $103,200,000 June 1, 2030 Class A-5 6.06% $108,100,000 June 1, 2030 Class A-6 6.27% $ 73,200,000 June 1, 2030 Class A-7 6.45% * $ 94,700,000 June 1, 2030 Class A-8 6.66% * $113,800,000 June 1, 2030 Class M-1 6.63% * $ 56,000,000 June 1, 2030 Class M-2 6.80% * $ 16,000,000 June 1, 2030 Class B-1 7.14% * $ 24,000,000 June 1, 2030 Class B-2 7.192%* $ 28,000,000 June 1, 2030 Class B-3I *** June 1, 2030 -------------------- * A floating rate (determined monthly on each Remittance Date) equal to the lesser Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. ** Final maturity date. *** The Class B-3I Certificates are interest-only Certificates entitled to the payment of 7.36% per Excess Interest. The expected final maturity of each Class of Master Certificates as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Master Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
c. The Uncertificated Subsidiary Interests are being issued in 13 classes and are hereby designated by the Company as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: ORIGINAL SUBSIDIARY PASS-THROUGH RATE INTEREST EXPECTED CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY ----------- ---------------- ----------------- -------------- Class A-S1 Weighted Average $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap 35,000,000 ** August 1, 1999 Contract Rate Class A-IO (2S2 Weighted Average $ 98,000,000 June 1, 2030 Contract Rate Class A-S3 Weighted Average $ 50,000,000 June 1, 2030 Contract Rate Class A-S4 Weighted Average $103,200,000 June 1, 2030 Contract Rate Class A-S5 Weighted Average $108,100,000 June 1, 2030 Contract Rate Class A-S6 Weighted Average $ 73,200,000 June 1, 2030 Contract Rate Class A-S7 Weighted Average $ 94,700,000 June 1, 2030 Contract Rate Class A-S8 Weighted Average $113,800,000 June 1, 2030 Contract Rate Class M-S1 Weighted Average $ 56,000,000 June 1, 2030 Contract Rate Class M-S2 Weighted Average $ 16,000,000 June 1, 2030 Contract Rate Class B-S1 Weighted Average $ 24,000,000 June 1, 2030 Contract Rate Class B-S2 Weighted Average $ 28,000,000 June 1, 2030 Contract Rate ----------------- ** Final maturity date. The expected final maturity of each Class of Uncertificated Subsidiary Interests as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Uncertificated Subsidiary Interests will, in fact, mature on any given date. The Class C Subsidiary Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Subsidiary REMIC for purposes of Section 860G(a)(2) $ (95,000,000of the Code.
d. The Closing Date, which is the day on which each of the Subsidiary REMIC and the Master REMIC will issue all of its regular and residual interests, is hereby designated as the "startup day" of both the Subsidiary REMIC and the Master REMIC within the meaning of Section 860G(a)(9) September 2033 Class M-1(3) a floating rate equal to $ 32,063,000 September 2033 of the least of one month LIBOR plus 1.75% per yearCode.
e. After the Closing Date, neither the Trustee, the Adjusted Net WAC Cap RateCompany nor any Servicer shall (i) accept any contribution of assets to the Subsidiary REMIC or the Master REMIC, (ii) dispose of any portion of the Subsidiary REMIC or the Master REMIC, other than as provided in Sections 3.05, 3.06 and 8.05, (iii) engage in any 2-9 "prohibited transaction," as defined in Sections 860F(a)(2) and (5) of the Code, except as may be contemplated by Section 3.05(c), (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Subsidiary REMIC or the Master REMIC of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v) the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Subsidiary REMIC or the Master REMIC as a REMIC or the status of the Uncertificated Subsidiary Interests as "regular interests" in the Subsidiary REMIC, the status of the Class C Subsidiary Certificates as the sole class of "residual interests" in the Subsidiary REMIC, the status of the Regular Certificates as "regular interests" in the Master REMIC, or the status of the Class C Master Certificates as the sole class of "residual interests" in the Master REMIC, (B) affect the distributions payable hereunder to the Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Subsidiary REMIC or the Master REMIC.
f. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Contract, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Subsidiary REMIC or the Master REMIC of such property subsequent to the period then permitted by the Code will not result in the imposition of any taxes on "prohibited transactions" of the Subsidiary REMIC or the Master REMIC, as defined in Section 860F of the Code, or cause the Subsidiary REMIC or the Master REMIC to fail to qualify as a REMIC at any time that the Uncertificated Subsidiary Interests, Class C Subsidiary Certificates, Regular Certificates or Class C Master Certificates are outstanding. The Servicer shall manage, conserve, protect and operate such real property, or any personal property incident thereto, so that such property will not fail to qualify as "foreclosure property," as defined in Section 860G(a)(8) of the Code, and 15.00% per year Class M-2 that the lesser management, conservation, protection and operation of 8.59% per $ 23,037,000 September 2033 year such property will not result in the receipt by the Subsidiary REMIC or the Adjusted Net WAC Cap Rate Class B-1 Master REMIC of any "income from nonpermitted assets," within the lesser meaning of 9.40% per $ 23,275,000 September 2033 year or Section 860F(a)(2)(B) of the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 2033Code.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c3.05(c), the Staged-Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Master Certificates are being issued in ten eleven classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Master Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance PassPASS-Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE Class A-1 3.225.68% $ 105,000,000 September 2033 21,400,000 June 1, 1999** Class A-2 5.156.00% $ 90,000,000 September 2033 26,000,000 April 1, 2030 Class A-3 5.98% $ 62,000,000 April 1, 2030 Class A-4 6.09% $ 38,000,000 September 2033 27,000,000 April 1, 2030 Class A-4 A-5 6.18% $ 108,400,000 April 1, 2030 Class A-6 6.53%* $ 72,700,000 April 1, 2030 Class A-7 6.87%* $ 105,000,000 April 1, 2030 Class M-1 6.83%* $ 35,000,000 April 1, 2030 Class B-1 7.26%* $ 22,500,000 April 1, 2030 Class B-2 8.11%* $ 20,000,000 April 1, 2030 Class B-3I *** *** April 1, 2030 ================ * A floating rate (determined monthly on each Remittance Date) equal to the lesser Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. ** Final maturity date. *** Class B-3I Certificates are interest only Certificates entitled to the payment of 7.36% per $ 143,437,000 September 2033 year Excess Interest. The expected final maturity of each Class of Master Certificates as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Adjusted Net WAC Cap Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Master Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
c. The Uncertificated Subsidiary Interests are being issued in ten classes and are hereby designated by the Company as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: ORIGINAL SUBSIDIARY PASS-THROUGH RATE INTEREST EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE Class A-S1 Weighted Average $21,400,000 June 1, 1999** Contract Rate Class A-IO (2S2 Weighted Average $26,000,000 April 1, 2030 Contract Rate Class A-S3 Weighted Average $62,000,000 April 1, 2030 Contract Rate Class A-S4 Weighted Average $27,000,000 April 1, 2030 Contract Rate Class A-S5 Weighted Average $108,400,000 April 1, 2030 Contract Rate Class A-S6 Weighted Average $72,700,000 April 1, 2030 Contract Rate Class A-S7 Weighted Average $105,000,000 April 1, 2030 Contract Rate Class M-S1 Weighted Average $35,000,000 April 1, 2030 Contract Rate Class B-S1 Weighted Average $22,500,000 April 1, 2030 Contract Rate Class B-S2 Weighted Average $20,000,000 April 1, 2030 Contract Rate ====================== ** Final maturity date. The expected final maturity of each Class of Uncertificated Subsidiary Interests as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Uncertificated Subsidiary Interests will, in fact, mature on any given date. The Class C Subsidiary Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Subsidiary REMIC for purposes of Section 860G(a)(2) $ (95,000,000of the Code.
d. The Closing Date, which is the day on which each of the Subsidiary REMIC and the Master REMIC will issue all of its regular and residual interests, is hereby designated as the "startup day" of both the Subsidiary REMIC and the Master REMIC within the meaning of Section 860G(a)(9) September 2033 Class M-1(3) a floating rate equal to $ 32,063,000 September 2033 of the least of one month LIBOR plus 1.75% per yearCode.
e. After the Closing Date, neither the Trustee, the Adjusted Net WAC Cap RateCompany nor any Servicer shall (i) accept any contribution of assets to the Subsidiary REMIC or the Master REMIC, (ii) dispose of any portion of the Subsidiary REMIC or the Master REMIC, other than as provided in Sections 3.05, 3.06 and 8.05, (iii) engage in any "prohibited transaction," as defined in Sections 860F(a)(2) and (5) of the Code, except as may be contemplated by Section 3.05(c), (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Subsidiary REMIC or the Master REMIC of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v) the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Subsidiary REMIC or the Master REMIC as a REMIC or the status of the Uncertificated Subsidiary Interests as "regular interests" in the Subsidiary REMIC, the status of the Class C Subsidiary Certificates as the sole class of "residual interests" in the Subsidiary REMIC, the status of the Regular Certificates as "regular interests" in the Master REMIC, or the status of the Class C Master Certificates as the sole class of "residual interests" in the Master REMIC, (B) affect the distributions payable hereunder to the Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Subsidiary REMIC or the Master REMIC.
f. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Contract, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Subsidiary REMIC or the Master REMIC of such property subsequent to the period then permitted by the Code will not result in the imposition of any taxes on "prohibited transactions" of the Subsidiary REMIC or the Master REMIC, as defined in Section 860F of the Code, or cause the Subsidiary REMIC or the Master REMIC to fail to qualify as a REMIC at any time that the Uncertificated Subsidiary Interests, Class C Subsidiary Certificates, Regular Certificates or Class C Master Certificates are outstanding. The Servicer shall manage, conserve, protect and operate such real property, or any personal property incident thereto, so that such property will not fail to qualify as "foreclosure property," as defined in Section 860G(a)(8) of the Code, and 15.00% per year Class M-2 that the lesser management, conservation, protection and operation of 8.59% per $ 23,037,000 September 2033 year such property will not result in the receipt by the Subsidiary REMIC or the Adjusted Net WAC Cap Rate Class B-1 Master REMIC of any "income from nonpermitted assets," within the lesser meaning of 9.40% per $ 23,275,000 September 2033 year or Section 860F(a)(2)(B) of the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 2033Code.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master CertificateholderCertificateholders, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and Master REMIC Trust for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or Master REMIC, as the case may be Trust (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c), 3.05(c) and the Staged-Funding Contract Reserve Account, the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or Master REMIC Trust as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Certificates are being issued in ten thirteen classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC Trust for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance PassPASS-Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- THROUGH RATE ORIGINAL CLASS ----------------- -------------- CLASS PER ANNUM PRINCIPAL BALANCE ----- --------- ----------------- Class A-1 3.225.70125% $ 105,000,000 September 2033 43,833,000 Class A-2 5.156.22% $ 90,000,000 September 2033 70,670,000 Class A-3 6.096.32% $ 38,000,000 September 2033 108,280,000 Class A-4 the lesser of 7.366.47% per $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap Rate 96,180,000 Class A-IO (2) $ (95,000,000) September 2033 A-5 6.68% 152,930,000 Class M-1(3) A-6 6.90% 37,040,000 Class A-7 7.14% 107,730,000 Class A-8 7.07% 127,837,000 Class A-9 *7.55% 43,000,000 Class A-10 6.87% 105,000,000 Class M-1 *7.21% 78,750,000 Class B-1 *7.17% 42,000,000 Class B-2 *7.75% 36,750,000 * a floating rate (determined monthly on each Remittance Date) equal to $ 32,063,000 September 2033 the least Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. The expected final maturity of one month LIBOR plus 1.75% per yeareach Class of Certificates based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts, and that the repurchase option is not exercised, are as follows: for the Class A-2 Certificates, July 15, 2003; for the Class A-3 Certificates, June 15, 2008; for the Class A-4 Certificates, December 15, 2011; for the Class A-5 Certificates, July 15, 2017; for the Class A-6 Certificates, March 15, 2019; for the Class A-7 Certificates, December 15, 2022; for the Class A-8 Certificates, February 15, 2016; for the Class A-9 Certificates, June 15, 2027; for the Class A-10 Certificates, April 15, 2027; for the Class M-1 Certificates, June 15, 2027; for the Class B-1 Certificates, May 15, 2020; and for the Class B-2 Certificates, December 15, 2027. The Company does not represent that any Class of Certificates will, in fact, mature on any given date. The Class C Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Trust for purposes of Section 860G(a)(2) of the Code.
c. The Closing Date, which is the day on which the Trust will issue all of its regular and residual interests, is hereby designated as the "startup day" of the REMIC constituted by the Trust within the meaning of Section 860G(a)(9) of the Code.
d. After the Closing Date, neither the Trustee, the Adjusted Net WAC Cap RateCompany nor any Servicer shall (i) accept any contribution of assets to the Trust, (ii) dispose of any portion of the Trust other than as provided in Sections 3.05, 3.06 and 8.05, (iii) engage in any "prohibited transaction," as defined in Sections 860F(a)(2) and (5) of the Code, except as may be contemplated by Section 3.05(c), (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Trust of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v) the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Trust as a REMIC or the status of the Certificates as "regular interests" therein or of the Class C Certificates as the sole class of "residual interests" therein, (B) affect the distributions payable hereunder to the Certificateholders or the Class C Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Trust.
e. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Contract, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Trust of such property subsequent to the period then permitted by the Code will not result in the imposition of any taxes on "prohibited transactions" of the Trust, as defined in Section 860F of the Code, or cause the Trust to fail to qualify as a REMIC at any time that the Certificates or Class C Certificates are outstanding. The Servicer shall manage, conserve, protect and operate such real property, or any personal property incident thereto, so that such property will not fail to qualify as "foreclosure property," as defined in Section 860G(a)(8) of the Code, and 15.00% per year Class M-2 that the lesser management, conservation, protection and operation of 8.59% per $ 23,037,000 September 2033 year or such property will not result in the Adjusted Net WAC Cap Rate Class B-1 receipt by the lesser Trust of 9.40% per $ 23,275,000 September 2033 year or any "income from nonpermitted assets," within the Adjusted Net WAC Cap Rate Class B-2 meaning of Section 860F(a)(2)(B) of the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 2033Code.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The Originator, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or Master REMIC, as the case may be (excluding the obligation and related demand note of the Originator pursuant to Section 3.06(c), the Staged-Funding Contract Reserve Account, the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer) and the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Certificates are being issued in ten twelve classes and are hereby designated by the Originator as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance Pass-Though Rate (or Remittance Rate Notional Assumed Final Principal Class Per Annum Principal Amount*) Maturity Date(1) --------------------- ---------------------------- Date ---------------------- ------------------------- ----------------- ------------------ ------------------ Class A-1 3.22% A-1A A floating rate $ 105,000,000 September 2033 Class A-2 5.15% $ 90,000,000 September 2033 Class A-3 6.09% $ 38,000,000 September 2033 Class A-4 70,000,000 July 2032 per annum equal to the lesser of 7.36(a) one-month LIBOR plus 0.13% per $ 143,437,000 September 2033 year or and (b) the Adjusted Net WAC Cap Weighted Average Contract Rate Class A-1B 5.010% 59,000,000 July 2032 Class A-2 5.245% 22,300,000 July 2032 Class A-3 5.655% 63,400,000 July 2032 Class A-4 6.210% 96,200,000 July 2032 Class A-5 6.990%/(1)/ 175,100,000 July 2032 Class A-IO 2.500%/(2)/ *120,000,000 July 2032 Class M-1 7.535%/(3)/ 36,000,000 July 2032 Class M-2 7.970%/(3)/ 30,000,000 July 2032 Class B-1 8.915%/(3)/ 30,000,000 July 2032 Class B-2 11.250%/(3)/ 18,000,000 July 2032 Class B-3I /(4)/
(1) A floating rate (determined each Due Period as of each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, but in no event greater than (i) for each Remittance Date prior to and including the first Remittance Date on which the Pool Scheduled Principal Balance is equal to or less than 20% of the Cut-off Date Pool Principal Balance, 6.990% per annum, and (ii) for each Remittance Date after the first Remittance Date on which the Pool Scheduled Principal Balance is equal to or less than 20% of the Cut-off Date Pool Principal Balance, 7.490% per annum.
(2) $ The Class A-IO Certificate will receive each Remittance Date the distribution on such Remittance Date to the Class I-AIO Interest under Section 8.03(b) (95,000,000) September 2033 1), which is equivalent to interest accrued at the Class M-1(3) a A-IO Remittance Rate on the Class A-IO Notional Principal Amount. /(3)/ A floating rate (determined monthly on each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. /(4)/ The Class B-3I Certificates are interest-only Certificates. The Seller does not represent that any Class of Regular Certificates will, in fact, mature on any given date. The Class C Master Certificate is being issued in a single Class and is hereby designated by the Seller as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
c. The Uncertificated Intermediate Interests are being issued in twelve classes and are hereby designated by the Seller as constituting the "regular interests" in the Intermediate REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Intermediate Interests are irrevocably established as of the Closing Date: Remittance Rate Per Original Principal Class Annum Balance Maturity Date -------------- --------------------- ----------------------- ----------------- Class I-A1A Adjusted Weighted $ 32,063,000 September 2033 the least of one month LIBOR plus 1.7535,000,000 July 2032 Average Contract Rate Class I-A1B Adjusted Weighted 29,500,000 July 2032 Average Contract Rate Class I-A2 Adjusted Weighted 11,150,000 July 2032 Average Contract Rate Class I-A3 Adjusted Weighted 31,700,000 July 2032 Average Contract Rate Class I-A4 Adjusted Weighted 48,100,000 July 2032 Average Contract Rate Class I-A5 Adjusted Weighted 87,550,000 July 2032 Average Contract Rate Class I-AIO 2.500% per year, annum $ 0 July 2032 through and including the Remittance Date in January 2007 and 0% thereafter Class I-M1 Adjusted Net WAC Cap Rate, and 15.00% per year Class M-2 the lesser of 8.59% per $ 23,037,000 September 2033 year or the Adjusted Net WAC Cap Weighted 18,000,000 July 2032 Average Contract Rate Class B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the I-M2 Adjusted Net WAC Cap Weighted 15,000,000 July 2032 Average Contract Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the I-B1 Adjusted Net WAC Cap Weighted 15,000,000 July 2032 Average Contract Rate Class B-3I (4I-B2 Adjusted Weighted 9,000,000 July 2032 Average Contract Rate Class I-Accrual Adjusted Weighted 300,000,000 July 2032 Average Contract Rate The Seller does not represent that any Class of Uncertificated Intermediate Interests will, in fact, mature on any given date. The Class C Intermediate Certificate is being issued in a single Class and is hereby designated by the Seller as constituting the sole class of "residual interests" in the Intermediate REMIC for purposes of Section 860G(a)(2) $(475,000,000of the Code.
d. The Uncertificated Subsidiary Interests are being issued in twenty-four classes and are hereby designated by the Seller as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) September 2033of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established and the Closing Date:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c3.05(c), the Staged-Staged- Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Certificates are being issued in ten 6 classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance PassPASS-Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- THROUGH RATE ORIGINAL CLASS EXPECTED CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY Class A-1 3.226.32% $ 105,000,000 September 2033 $718,250,000 June 1, 2028 Class A-2 5.15M-1 6.40% $ 90,000,000 September 2033 * $46,750,000 June 1, 2028 Class A-3 6.09M-2 6.84% $ 38,000,000 September 2033 * $25,500,000 June 1, 2028 Class A-4 B-1 7.68% * $25,500,000 March 1, 2020 Class B-2 8.24% * $34,000,000 December 1, 2028 Class B-3I ** ----------------- * A floating rate (determined monthly on each Remittance Date) equal to the lesser Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. ** The Class B-3I Certificates are interest-only Certificates entitled to the payment of 7.36% per $ 143,437,000 September 2033 year Excess Interest. The expected final maturity of each Class of Regular Certificates as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Adjusted Net WAC Cap Rate Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Regular Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
c. The Uncertificated Subsidiary Interests are being issued in 5 classes and are hereby designated by the Company as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: ORIGINAL SUBSIDIARY PASS-THROUGH RATE INTEREST EXPECTED CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY Class A-IO (2) $ (95,000,000) September 2033 Class M-1(3) a floating rate equal to $ 32,063,000 September 2033 the least of one month LIBOR plus 1.75% per yearS1 Weighted Average $718,250,000 ** June 1, the Adjusted Net WAC Cap Rate, and 15.00% per year Class M-2 the lesser of 8.59% per $ 23,037,000 September 2033 year or the Adjusted Net WAC Cap 2028 Contract Rate Class B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the Adjusted Net WAC Cap M-S1 Weighted Average $46,750,000 June 1, 2028 Contract Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap M-S2 Weighted Average $25,500,000 June 1, 2028 Contract Rate Class B-3I (4) B-S1 Weighted Average $(475,000,000) September 203325,500,000 March 1, 2028 Contract Rate Class B-S2 Weighted Average $34,000,000 December 1, 2028 Contract Rate -----------------
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The OriginatorCompany, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator Company pursuant to Section 3.06(c3.05(c), the Staged-Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the ServicerCompany) and the Originator, the Seller and the Servicer Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Master Certificates are being issued in ten five classes and are hereby designated by the Originator Company as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Master Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance PassPASS-Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE Class A-1 3.226.54% $ 105,000,000 September 2033 $301,197,000 June 1, 2030 Class A-2 5.15% $ 90,000,000 September 2033 M-1 6.71%* $24,950,000 June 1, 2030 Class A-3 6.09% $ 38,000,000 September 2033 B-1 7.18%* $16,040,000 June 1, 2030 Class A-4 the lesser of 7.36% per $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap Rate B-2 7.99%* $14,260,174 June 1, 2030 Class A-IO (2) $ (95,000,000) September 2033 Class M-1(3) a B-3I ** ** June 1, 2030 ================ * A floating rate (determined monthly on each Remittance Date) equal to $ 32,063,000 September 2033 the least of one month LIBOR plus 1.75% per year, the Adjusted Net WAC Cap Weighted Average Contract Rate, and 15.00% per year Class M-2 but in no event greater than the lesser of 8.59% per $ 23,037,000 September 2033 year or the Adjusted Net WAC Cap related Remittance Rate Class B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate specified above. ** Class B-3I (4Certificates are interest only Certificates entitled to the payment of Excess Interest. The expected final maturity of each Class of Master Certificates as set forth above is based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of Master Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single class and are hereby designated by the Company as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) $(475,000,000) September 2033of the Code.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Remic Provisions. (a) a. The Originator, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator pursuant to Section 3.06(c), the Staged-Staged- Funding Contract Reserve Account, Account and the Pre-Funding Account, the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer) and the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) b. The Regular Certificates are being issued in ten 6 classes and are hereby designated by the Originator as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance Pass-Though Through Principal Class Rate (or Notional Assumed Final Class Per Annum Principal Amount) Balance Maturity Date(1) Date ------------------------------ ---------------------- --------------------- ---------------------------- ---------------------- ------------------------- ------------------- Class A-1 3.227.36% $ 105,000,000 September 2033 830,000,000 July 1, 2031 Class A-2 5.15M-1 *7.96% $ 90,000,000 September 2033 50,000,000 July 1, 2031 Class A-3 6.09M-2 *8.74% $ 38,000,000 September 2033 40,000,000 July 1, 2031 Class A-4 B-1 *9.20% $ 30,000,000 July 1, 2031 Class B-2 *9.20% $ 35,000,000 July 1, 2031 Class B-3I ** ---------------- * A floating rate (determined monthly on each Remittance Date) equal to the lesser Weighted Average Contract Rate, but in no event greater than the related Remittance Rate specified above. ** The Class B-3I Certificates are interest-only Certificates entitled to the payment of 7.36% per $ 143,437,000 September 2033 year or Excess Interest. The Seller does not represent that any Class of Regular Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single Class and are hereby designated by the Adjusted Net WAC Cap Seller as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
c. The Uncertificated Subsidiary Interests are being issued in 5 classes and are hereby designated by the Seller as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: Original Subsidiary Interest Pass-Through Rate Per Principal Maturity Class Annum Balance Date ------------------ ----------------------------------- ---------------------- ----------------- Weighted Average Contract Class A-IO (2) S1 Rate $ (95,000,000) September 2033 830,000,000 July 1, 2031 Weighted Average Contract Class M-1(3) a floating rate equal to M-S1 Rate $ 32,063,000 September 2033 the least of one month LIBOR plus 1.75% per year50,000,000 July 1, the Adjusted Net WAC Cap Rate2031 Weighted Average Contract Class M-S2 Rate $ 40,000,000 July 1, and 15.00% per year 2031 Weighted Average Contract Class M-2 the lesser of 8.59% per B-S1 Rate $ 23,037,000 September 2033 year or the Adjusted Net WAC Cap 30,000,000 July 1, 2031 Weighted Average Contract Class B-S2 Rate Class B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,000) September 203335,000,000 July 1,2031
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Remic Provisions. (a) The Originator, as Servicer, and the Class C Subsidiary Certificateholder, Class C Intermediate Certificateholder and the Class C Master Certificateholder, by acceptance thereof, each agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC, Intermediate REMIC and Master REMIC for its first taxable year shall provide that the Subsidiary REMIC, Intermediate REMIC or Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Originator pursuant to Section 3.06(c), the Staged-Funding Contract Reserve Account, the Pre-Funding Account, the Yield Maintenance Reserve Fund Account and the Basis Risk Reserve Fund) elects to be treated as a REMIC for such taxable year and all subsequent taxable years. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer) and the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary REMIC, Intermediate REMIC or Master REMIC as a REMIC under the REMIC provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any inadvertent termination of REMIC status.
(b) The Regular Certificates are being issued in ten seven classes and are hereby designated by the Originator as constituting the "regular interests" in the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Regular Certificates are irrevocably established as of the Closing Date: Original Class Pass-Through Principal Balance Pass-Though Rate (or Rate Notional Assumed Final Principal Class Per Annum Principal AmountXxx Xxxxx Xxxxxx (1)) Maturity Date(1Date ------------------------ ----------------- -------------------------- ------------------------ Class A (1) --------------------- ---------------------------- ---------------------- ------------------------- Class A-1 3.22% $ 105,000,000 September 402,500,000 February 2033 Class A-2 5.15% $ 90,000,000 September 2033 Class A-3 6.09% $ 38,000,000 September 2033 Class A-4 the lesser of 7.36% per $ 143,437,000 September 2033 year or the Adjusted Net WAC Cap Rate Class A-IO 2.50% $ (2) $ (95,000,000) September February 2033 Class M-1(3M-1 7.69% (3) a floating rate equal to $ 32,063,000 September 31,250,000 February 2033 the least of one month LIBOR plus 1.75% per year, the Adjusted Net WAC Cap Rate, and 15.00% per year Class M-2 the lesser of 8.598.13% per (3) $ 23,037,000 September 25,750,000 February 2033 year or the Adjusted Net WAC Cap Rate Class B-1 the lesser of 9.409.44% per (3) $ 23,275,000 September 25,500,000 February 2033 year or the Adjusted Net WAC Cap Rate Class B-2 the lesser of 9.4010.15% per (3) $ 20,188,000 September 15,000,000 February 2033 year or the Adjusted Net WAC Cap Rate Class B-3I (4) $(475,000,0004)
(1) September 2033A floating rate (determined each Due Period as of each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, but in no event greater than (i) for each Remittance Date prior to and including the first Remittance Date on which the Pool Scheduled Principal Balance is equal to or less than 10% of the Cut-off Date Pool Principal Balance, 6.60% per annum, and (ii) for each Remittance Date after the first Remittance Date on which the Pool Scheduled Principal Balance is equal to or less than 10% of the Cut-off Date Pool Principal Balance, 7.10% per annum.
(2) The Class A-IO Certificate will receive each Remittance Date the distribution on such Remittance Date to the Class I-AIO Interest under Section 8.03(b)(i), which is equivalent to interest accrued at the Class A-IO Remittance Rate on the Class A-IO Notional Principal Amount.
(3) A floating rate (determined monthly on each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, but in no event greater than the related Remittance Adjusted Rate specified above.
(4) The Class B-3I Certificates are interest-only Certificates entitled to the payment of the Class B-3I Distribution Amount. The Seller does not represent that any Class of Regular Certificates will, in fact, mature on any given date. The Class C Master Certificate is being issued in a single Class and is hereby designated by the Seller as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code.
(c) The Uncertificated Intermediate Interests are being issued in seven classes and are hereby designated by the Seller as constituting the "regular interests" in the Intermediate REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Intermediate Interests are irrevocably established as of the Closing Date: Pass-Through Original Class Rate Xxx Xxxxx Principal Balance Maturity Date ------------------ --------------------------------------- -------------------- ---------------- Class I-A Adjusted Weighted Average Contract Rate $ 201,250,000 February 2033 Class I-AIO 2.500% per annum through and (1) February 2033 including the Remittance Date in April 2007 and 0% thereafter Class I-M1 Adjusted Weighted Average $ 15,625,000 February 2033 Contract Rate Class I-M2 Adjusted Weighted Average $ 12,875,000 February 2033 Contract Rate Class I-B1 Adjusted Weighted Average $ 12,750,000 February 2033 Contract Rate Class I-B2 Adjusted Weighted Average $ 7,500,000 February 2033 Contract Rate Class I-Accrual Adjusted Weighted Average $ 250,000,000 February 2033 Contract Rate
(1) A Notional Principal Amount equal to the Subsidiary Interest Adjusted Principal Balance of the Class S-2 Interests as described in Section 8.03(b)(i)(B). The Seller does not represent that any Class of Uncertificated Intermediate Interests will, in fact, mature on any given date. The Class C Intermediate Certificate is being issued in a single Class and is hereby designated by the Seller as constituting the sole class of "residual interests" in the Intermediate REMIC for purposes of Section 860G(a)(2) of the Code.
(d) The Uncertificated Subsidiary Interests are being issued in twenty-four classes and are hereby designated by the Seller as constituting the "regular interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: Pass-Through Original Class Rate Per Annum Principal Balance Maturity Date ------------------- -------------------- ----------------------- ----------------- Class S-1 Weighted Average $ 400,000,000 February 2033 Contract Rate Class S-2(4) Weighted Average 2,200,000 February 2033 Contract Rate Class S-2(5) Weighted Average 2,400,000 February 2033 Contract Rate Class S-2(7) Weighted Average 2,500,000 February 2033 Contract Rate Class S-2(8) Weighted Average 2,500,000 February 2033 Contract Rate Class S-2(9) Weighted Average 2,500,000 February 2033 Contract Rate Class S-2(11) Weighted Average 2,400,000 February 2033 Contract Rate Class S-2(12) Weighted Average 2,300,000 February 2033 Contract Rate Class S-2(13) Weighted Average 2,200,000 February 2033 Contract Rate Class S-2(14) Weighted Average 2,200,000 February 2033 Contract Rate Class S-2(15) Weighted Average 2,100,000 February 2033 Contract Rate Class S-2(17) Weighted Average 2,000,000 February 2033 Contract Rate Class S-2(18) Weighted Average Contract 1,900,000 February 2033 Rate Class S-2(19) Weighted Average Contract 1,900,000 February 2033 Rate Class S-2(20) Weighted Average Contract 1,800,000 February 2033 Rate Class S-2(21) Weighted Average Contract 1,800,000 February 2033 Rate Class S-2(22) Weighted Average Contract 1,800,000 February 2033 Rate Class S-2(23) Weighted Average Contract 53,200,000 February 2033 Rate The Class C Subsidiary Certificate is being issued in a single Class and is hereby designated by the Seller as the sole class of "residual interests" in the subsidiary REMIC for purposes of Section 860G(a)(2) of the Code.
(e) The Closing Date, which is the day on which each of the Subsidiary REMIC and the Master REMIC will issue all of its regular and residual interests, is hereby designated as the "startup day" of each of the Subsidiary REMIC, Intermediate REMIC and Master REMIC within the meaning of Section 860G(a)(9) of the Code.
(f) After the Closing Date, neither the Trustee, the Originator, the Seller nor any Servicer shall:
(i) accept any contribution of assets to the Subsidiary REMIC, Intermediate REMIC or Master REMIC,
(ii) dispose of any portion of the Subsidiary REMIC, Intermediate REMIC or Master REMIC, other than as provided in Sections 3.06, 3.07 and 8.05,
(iii) engage in any "prohibited transaction," as defined in Sections 860F(a)(2) an d (5) of the Code, except as may be contemplated by Section 3.06(c),
(iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or
(v) engage in any activity or enter into any agreement that would result in the receipt by the Subsidiary REMIC, Intermediate REMIC or Master REMIC of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v) the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly,
(A) adversely affect the status of the Subsidiary REMIC, Intermediate R EMIC or Master REMIC as a REMIC or the status of the Uncertificated Subsidiary Interests as "regular interests" in the Subsidiary REMIC, the status of the Class C Subsidiary Certific ate as the sole class of "residual interests" in the Subsidiary REMIC, the status of the Uncertificated Intermediate Interests as "regular interests" in the Intermediate REMIC, the sta tus of the Class C Intermediate Certificate as the sole class of "residual interests" in the Intermediate REMIC, the status of the Regular Certificates as "regular interests" in the Master REMIC, or the status of the Class C Master Certificate as the sole class of "residual interests" in the Master REMIC,
(B) affect the distributions payable hereunder to the Certificateholders or
(C) result in the imposition of any lien, charge or encumbrance upon the Subsidiary REMIC, Intermediate REMIC or Master REMIC.
(g) Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Contract, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Subsidiary REMIC, Intermediate REMIC or Master REMIC of such property subsequent to the period then permitted by the Code will not result in the imposition of any taxes on "prohibited transactions" of the Subsidiary REMIC, Intermediate REMIC or Master REMIC, as defined in Section 860F of the Code, or cause the Subsidiary REMIC, Intermediate REMIC or Master REMIC to fail to qualify as a REMIC at any time that the Uncertificated Subsidiary Interests, Class C Subsidiary Certificate, Uncertificated Intermediate Interests, Class C Intermediate Certificate, Regular Certificates or Class C Master Certificate are outstanding. The Servicer shall manage, conserve, protect and operate such real property, or any personal property incident thereto, so that such property will not fail to qualify as "foreclosure property," as defined in Section 860G(a)(8) of the Code, and that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC, Intermediate REMIC or Master REMIC of any "income from nonpermitted assets," within the meaning of Section 860F(a)(2)(B) of the Code.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
