Remic Provisions. a. The Company, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the Staged-Funding Contract Reserve Account and the Pre-Funding Account) 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 Company) and the Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary 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. The Master Certificates are being issued in eleven classes and are hereby designated by the 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 Master Certificates are irrevocably established as of the Closing Date: PASS-THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE Class A-1 5.68% $ 21,400,000 June 1, 1999** Class A-2 6.00% $ 26,000,000 April 1, 2030 Class A-3 5.98% $ 62,000,000 April 1, 2030 Class A-4 6.09% $ 27,000,000 April 1, 2030 Class 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 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 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 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-S2 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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 (Green Tree Financial Corp)

Remic Provisions. a. (a) The ~~Company~~Originator, as Servicer, and the Class C Subsidiary 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 and ~~the~~ Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or ~~the~~ Master REMIC, as the case may be (excluding the ~~Capitalized Interest Account, the~~ obligation and related demand note of the ~~Company~~ Originator pursuant to Section ~~3.05(c~~3.06(c), the Staged-Funding Contract Reserve ~~Account and~~ Account, the Pre-Funding Account, the Yield Maintenance Agreement, 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 ~~Company~~Originator, the Seller or the Servicer) and the ~~Company~~ 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 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 ~~Master~~ Regular Certificates are being issued in ~~eleven~~ seven classes and are hereby designated by the ~~Company~~ 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS~~Original Class Principal Balance or Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Rate Notional Principal Assumed Final Class ~~A-1 5.68~~Per Annum Amount Maturity Date/(1)/ -------------------- ---------------------------- ---------------------- ------------------------ Class A 6.681% $ ~~21,400,000 June 1~~439,500,000 December 2033 Class M-1-A/(2)/ a floating rate equal to $ 31,500,000 December 2033 the least of one month LIBOR plus 2.05% per year, 1999** the Net WAC Cap Rate, and 14.00% per year Class ~~A-2 6.00~~M-1-F the lesser of 7.954% per $ ~~26,000,000 April 1, 2030~~ 31,500,000 December 2033 year or the Net WAC Cap Rate Class ~~A-3 5.98~~M-2 the lesser of 9.546% per $ 62,000,000 April 1, 2030 Class A-4 6.09% $ 27,000,000 April 1, 2030 Class 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 30,000,000 December 2033 year or the Net WAC Cap Rate Class B-1 7.26%* the lesser of 10.00% per $ ~~22,500,000 April 1, 2030~~ 15,000,000 December 2033 year or the Net WAC Cap Rate Class B-2 8.11%* the lesser of 9.860% per $ ~~20,000,000 April 1, 2030~~ 46,500,000 December 2033 year or the Net WAC Cap Rate Class B-3I *** *** April (3) $ 599,999,997 December 2033 (1) Solely for purposes of Treas. Reg. 1.860G-1(a)(4)(iii), ~~2030 ================ * A floating~~ a hypothetical Remittance Date in the month 12 months following the month of the maturity date for the Contract with the latest maturity date has been designated as the "latest possible maturity date" for each class of Certificates that represents one or more of the "regular interests" in the Master REMIC. (2) In addition to representing a regular interest in the Master REMIC with a rate ~~(determined monthly on each Remittance Date)~~ equal to the ~~Weighted Average Contract~~ least of one-month LIBOR plus 2.05% per year, 14.00% per year and the Net WAC Cap Rate, ~~but in no event greater than~~ the ~~related Remittance Rate specified above~~Class M-1-A Certificate also represents the right to receive funds from the Yield Maintenance Reserve Fund and the Basis Risk Reserve Fund pursuant to Sections 8.08 and 8.09 to the extent that the lesser of one-month LIBOR plus 2.05% per year and 14.00% per year exceeds the Net WAC Cap Rate. ~~** Final maturity date. ***~~ /(3)/ The Class B-3I Certificates ~~are interest only Certificates~~ shall be entitled to the payment of ~~Excess Interest~~the Class B-3I Formula Distribution Amount. Solely for federal income tax purposes, the Class B3-I Certificates will be comprised of two components: component one will have a principal balance equal to the Overcollateralization Amount on the Closing Date and will not bear interest; component two will have a notional balance equal to the sum of the Pool Scheduled Principal Balance and the Pre-Funded Amount and bear interest at a rate equal to the Class B-3I Remittance Rate. 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 Seller does not represent that any Class of ~~Master~~ Regular Certificates will, in fact, mature on any given date, except that each regular interest of the Master REMIC will absolutely mature by the Assumed Final Maturity Date as indicated above. The Class C Master ~~Certificates are~~ Certificate is being issued in a single ~~class~~ Class and ~~are~~ is hereby designated by the ~~Company~~ Seller as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code. c. (c) The Uncertificated Subsidiary Interests are being issued in ~~ten~~ nine classes and are hereby designated by the ~~Company~~ 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 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-S2 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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)

Remic Provisions. a. The ~~Company~~Originator, as Servicer, and the Class C ~~Subsidiary 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 and the Master REMIC~~ Trust for its first taxable year shall provide ~~that~~ an election for the ~~Subsidiary REMIC or~~ Trust (exclusive of the ~~Master REMIC, as the case may be (excluding~~ Prefunding Account and the Capitalized Interest ~~Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the Staged-Funding Contract Reserve~~ Account ~~and the Pre-Funding Account) elects~~ 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 ~~Company)~~ Originator, the Seller or the Servicer), the Originator, the Seller and the ~~Company~~ Servicer shall take, or refrain from taking, all such action as is necessary to maintain the status of ~~each of~~ the ~~Subsidiary REMIC or the 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~~. b. The Master~~ . For purposes of the REMIC election (i) the Certificates ~~are being issued in eleven classes and are hereby~~ shall be designated ~~by the Company~~ 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 ~~Code~~REMIC Provisions) other than the Certificates and the Class C Certificate. b. The Certificates are being issued in eleven classes. The following terms of the ~~Master~~ Certificates are irrevocably established as of the Closing Date: ~~PASS~~Original Class Class Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Rate Xxx Xxxxx Principal Balance ----------- ------------------------------------------------ ----------------- Class ~~A-1 5.68~~AF-1 6.94% $ 21,400,000 June 1, 1999** 321,740,000 Class ~~A-2 6.00~~AF-2 7.34% $ ~~26,000,000 April 1, 2030~~ 186,150,000 Class ~~A-3 5.98~~AF-3 7.52% $ ~~62,000,000 April 1, 2030~~ 80,570,000 Class ~~A-4 6.09~~AF-4 7.87% $ ~~27,000,000 April 1, 2030~~ 48,620,000 Class ~~A-5 6.18~~AF-5 8.15% $ ~~108,400,000 April 1, 2030~~ 75,420,000 Class A-6 6.53%* AF-6 7.80% $ ~~72,700,000 April 1, 2030~~ 97,500,000 Class A-7 6.87%* MF-1 8.14% $ ~~105,000,000 April 1, 2030~~ 59,300,000 Class M-1 6.83%* MF-2 8.62 $ ~~35,000,000 April 1, 2030~~ 50,500,000 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~~ BF-1 a floating rate ~~(determined monthly on each Remittance Date)~~ equal to the Weighted Average ~~Contract~~ $ 30,200,000 Loan Rate, but in no event greater than the related Remittance Rate specified above. ** Final maturity date. *** 9.44% Class ~~B-3I Certificates are interest only Certificates entitled~~ BF-2 a floating rate equal to the ~~payment of Excess Interest. The expected final maturity of each~~ Weighted Average $ 35,000,000 Loan Rate, but in no event greater than 10.00% 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.P None $ 100 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-S2 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) of the Code. d. The Closing Date, which is the day on which ~~each of~~ the ~~Subsidiary REMIC and the Master REMIC~~ Trust 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) of the Code. e. d. After the Closing Date, neither the Trustee, the ~~Company~~ Originator, the Seller nor any Servicer shall (i) accept any contribution of assets to the ~~Subsidiary REMIC or the Master REMIC~~Trust, (ii) dispose of any portion of the ~~Subsidiary REMIC or the Master REMIC,~~ Trust other than as provided in Sections ~~3.05~~3.06, ~~3.06~~ 3.07 and ~~8.05~~8.06, (iii) engage in any transaction that would result in the imposition of tax on "prohibited ~~transaction~~transactions," as defined in ~~Sections 860F(a)(2) and (5~~Section 860F(a)(1) 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~~ 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 ~~Subsidiary REMIC or the Master REMIC~~ Trust as a REMIC or the status of the ~~Uncertificated Subsidiary Interests~~ Certificates and Class C Certificate as "regular interests" ~~in the Subsidiary REMIC, the status of the Class C Subsidiary Certificates as~~ and the sole class of "residual interests," respectively, therein, 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 REMICeach 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 ~~Subsidiary REMIC or the Master REMIC~~Trust. f. 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~~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 ~~Subsidiary REMIC or the Master REMIC~~ 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 ~~Subsidiary REMIC or the Master REMIC~~Trust, as defined in Section 860F of the Code, or cause the ~~Subsidiary REMIC or the Master REMIC~~ Trust 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~~ 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 or the Master REMIC~~ Trust of any "income ~~from nonpermitted assets,"~~ attributable to any asset which is neither a qualified mortgage nor a permitted investment within the meaning of ~~Section 860F(a)(2)(B) of~~ the ~~Code~~REMIC Provisions.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)

Remic Provisions. a. The Company, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the ~~Staged-~~Staged- Funding Contract Reserve Account and the Pre-Funding Account) 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 Company) and the Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary 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. The ~~Master~~ Regular Certificates are being issued in ~~eleven~~ 6 classes and are hereby designated by the 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: PASS-THROUGH RATE ORIGINAL CLASS EXPECTED ~~FINAL~~ CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY ~~DATE~~ Class A-1 ~~5.68~~6.32% ~~$ 21,400,000~~ $718,250,000 June 1, 1999*2028 Class M-1 6.40% * ~~Class A-2 6.00% $ 26,000,000 April~~ $46,750,000 June 1, ~~2030~~ 2028 Class ~~A-3 5.98~~M-2 6.84% ~~$ 62,000,000 April~~ * $25,500,000 June 1, ~~2030~~ 2028 Class ~~A-4 6.09~~B-1 7.68% ~~$ 27,000,000 April~~ * $25,500,000 March 1, ~~2030~~ 2020 Class ~~A-5 6.18~~B-2 8.24% ~~$ 108,400,000 April~~ * $34,000,000 December 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 2028 Class B-3I *** *** April 1, 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. ** Final maturity date. *** The Class B-3I Certificates are ~~interest~~ interest-only Certificates entitled to the payment of Excess Interest. The expected final maturity of each Class of ~~Master~~ 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 Contracts, and that the repurchase option is not exercised. The Company does not represent that any Class of ~~Master~~ 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 ~~ten~~ 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 ~~FINAL~~ CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY ~~DATE~~ Class A-S1 Weighted Average $~~21,400,000~~ 718,250,000 ** June 1, 1999** Contract Rate Class A-S2 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 2028 Contract Rate Class M-S1 Weighted Average $~~35,000,000 April~~ 46,750,000 June 1, ~~2030~~ 2028 Contract Rate Class M-S2 Weighted Average $25,500,000 June 1, 2028 Contract Rate Class B-S1 Weighted Average $~~22,500,000 April~~ 25,500,000 March 1, ~~2030~~ 2028 Contract Rate Class B-S2 Weighted Average $~~20,000,000 April~~ 34,000,000 December 1, ~~2030~~ 2028 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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 (Green Tree Financial Corp)

Remic Provisions. a. (a) The ~~Company~~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 ~~Company~~ Originator pursuant to Section ~~3.05(c~~3.06(c), the Staged-Funding Contract Reserve ~~Account and~~ 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 ~~Company~~Originator, the Seller or the Servicer) and the ~~Company~~ 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 ~~Master~~ Regular Certificates are being issued in ~~eleven~~ ten classes and are hereby designated by the ~~Company~~ 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS~~Original Class Principal Balance Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Though Rate (or Notional Assumed Final Class Per Annum Principal Amount) Maturity Date(1) --------------------- ---------------------------- ---------------------- ------------------------- Class A-1 ~~5.68~~3.22% $ 21,400,000 June 1, 1999** 105,000,000 September 2033 Class A-2 ~~6.00~~5.15% $ ~~26,000,000 April 1, 2030~~ 90,000,000 September 2033 Class A-3 ~~5.98% $ 62,000,000 April 1, 2030 Class A-4~~ 6.09% $ ~~27,000,000 April 1, 2030~~ 38,000,000 September 2033 Class ~~A-5 6.18~~A-4 the lesser of 7.36% per $ 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 143,437,000 September 2033 year or the 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 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 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 Adjusted Net WAC Cap Rate Class A-~~S2 Weighted Average $26,000,000 April 1~~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, ~~2030 Contract~~ 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 ~~A-S3 Weighted Average $62,000,000 April 1, 2030 Contract~~ B-1 the lesser of 9.40% per $ 23,275,000 September 2033 year or the Adjusted Net WAC Cap Rate Class ~~A-S4 Weighted Average $27,000,000 April 1, 2030 Contract~~ B-2 the lesser of 9.40% per $ 20,188,000 September 2033 year or the Adjusted Net WAC Cap Rate Class ~~A-S5 Weighted Average~~ B-3I (4) $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(475,000,000) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the Master REMIC of any "income from nonpermitted assets," within the meaning of Section 860F(a)(2)(B) of the Code.September 2033

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)

Remic Provisions. a. The ~~Company~~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 Company pursuant to Section 3.05(c), the Staged-Funding Contract Reserve Account and the Pre-Funding Account)~~ 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 ~~Company~~Originator, the Seller or the Servicer) and the ~~Company~~ 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. The ~~Master~~ Regular Certificates are being issued in ~~eleven~~ twelve classes and are hereby designated by the ~~Company~~ 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS~~Original Principal Balance (or Remittance Rate Notional Principal Class Per Annum Amount*) Maturity Date ---------------------- ----------------- ------------------ ------------------ Class A-1A A floating rate $ 70,000,000 July 2032 per annum equal to the lesser of (a) one-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ month LIBOR plus 0.13% and (b) the Adjusted Weighted Average Contract Rate Class ~~A-1 5.68~~A-1B 5.010% $ 21,400,000 June 1, 1999** 59,000,000 July 2032 Class A-2 ~~6.00~~5.245% ~~$ 26,000,000 April 1, 2030~~ 22,300,000 July 2032 Class A-3 ~~5.98~~5.655% ~~$ 62,000,000 April 1, 2030~~ 63,400,000 July 2032 Class A-4 ~~6.09~~6.210% ~~$ 27,000,000 April 1, 2030~~ 96,200,000 July 2032 Class A-5 ~~6.18% $ 108,400,000 April 1, 2030~~ 6.990%/(1)/ 175,100,000 July 2032 Class ~~A-6 6.53%* $ 72,700,000 April 1, 2030 Class A-7 6.87%* $ 105,000,000 April 1, 2030~~ A-IO 2.500%/(2)/ *120,000,000 July 2032 Class M-1 ~~6.83%* $ 35,000,000 April 1, 2030~~ 7.535%/(3)/ 36,000,000 July 2032 Class M-2 7.970%/(3)/ 30,000,000 July 2032 Class B-1 ~~7.26%* $ 22,500,000 April 1, 2030~~ 8.915%/(3)/ 30,000,000 July 2032 Class B-2 ~~8.11%* $ 20,000,000 April 1, 2030~~ 11.250%/(3)/ 18,000,000 July 2032 Class B-3I *** *** April /(4)/ (1) A floating rate (determined each Due Period as of each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, 2030 ================ * 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) (1), 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 Rate specified above. ~~** Final maturity date. ***~~ /(4)/ The Class B-3I Certificates are ~~interest~~ interest-only ~~Certificates entitled to the payment of Excess Interest~~Certificates. 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 Seller does not represent that any Class of ~~Master~~ Regular Certificates will, in fact, mature on any given date. The Class C Master ~~Certificates are~~ Certificate is being issued in a single ~~class~~ Class and ~~are~~ is hereby designated by the ~~Company~~ 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~~ Intermediate Interests are being issued in ~~ten~~ twelve classes and are hereby designated by the ~~Company~~ 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 $ 35,000,000 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 annum $ 0 July 2032 through and including the Remittance Date in January 2007 and 0% thereafter Class I-M1 Adjusted Weighted 18,000,000 July 2032 Average Contract Rate Class I-M2 Adjusted Weighted 15,000,000 July 2032 Average Contract Rate Class I-B1 Adjusted Weighted 15,000,000 July 2032 Average Contract Rate Class I-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) 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~~ and 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-S2 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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)

Remic Provisions. a. The Company, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the ~~Staged-~~Staged- Funding Contract Reserve Account and the Pre-Funding Account) 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 Company) and the Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary 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. The ~~Master~~ Regular Certificates are being issued in ~~eleven~~ 14 classes and are hereby designated by the 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS~~Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Rate Original Class CLass Per Annum Principal Balance Maturity Date Class A-1 ~~5.68~~4.948% $ ~~21,400,000~~ 22,300,000 June 1, 1999** 2000 Class A-2 ~~6.00~~5.51% $ ~~26,000,000 April~~ 44,000,000 February 1, ~~2030~~ 2031 Class A-3 ~~5.98~~5.80% $ ~~62,000,000 April~~ 57,500,000 February 1, ~~2030~~ 2031 Class A-4 ~~6.09~~5.95% $ ~~27,000,000 April~~ 41,000,000 February 1, ~~2030~~ 2031 Class A-5 ~~6.18~~6.16% $100,200,000 February 1, 2031 Class A-6 6.50% $ ~~108,400,000 April~~ 22,000,000 February 1, ~~2030~~ 2031 Class ~~A-6~~ 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%* ~~$ 72,700,000 April~~ $250,000,000 February 1, ~~2030~~ 2031 Class ~~A-7 6.87~~M-1 6.96%* $ ~~105,000,000 April~~ 42,000,000 February 1, ~~2030~~ 2031 Class ~~M-1 6.83~~M-2 7.20%* $ ~~35,000,000 April~~ 24,000,000 February 1, ~~2030~~ 2031 Class B-1 ~~7.26~~8.37%* $ ~~22,500,000 April~~ 28,000,000 February 1, ~~2030~~ 2031 Class B-2 ~~8.11~~8.37%* $ ~~20,000,000 April~~ 36,000,000 February 1, ~~2030~~ 2031 Class B-3I *_____** *** ~~April~~ February 1, ~~2030 ================~~ 2031 --------------- * 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. ** Final maturity date. *** The Class B-3I Certificates are ~~interest~~ 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~~ 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 ~~ten~~ 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) 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-S2 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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 (Green Tree Financial Corp)

Remic Provisions. a. The Company, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the Staged-Funding Contract Reserve Account and the Pre-Funding Account) 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 Company) and the Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary 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. The Master Certificates are being issued in ~~eleven~~ ten classes and are hereby designated by the 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 Master Certificates are irrevocably established as of the Closing Date: ~~PASS~~Expected Final Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Rate Original Class Maturity Class Per Annum Principal Balance Date Class A-1 ~~5.68~~5.66875% $ ~~21,400,000 June~~ 36,000,000 April 1, 1999** 1999 Class A-2 ~~6.00~~5.98% ~~$ 26,000,000 April 1~~39,000,000 January 2, 2030 Class A-3 ~~5.98~~6.03% ~~$ 62,000,000 April 1~~95,000,000 January 2, 2030 Class A-4 ~~6.09~~6.11% ~~$ 27,000,000 April 1~~41,500,000 January 2, 2030 Class A-5 ~~6.18~~6.24% ~~$ 108,400,000 April 1~~162,000,000 January 2, 2030 Class A-6 ~~6.53%* $ 72,700,000 April 1, 2030 Class A-7 6.87%* $ 105,000,000 April 1~~*6.81% 260,250,000 January 2, 2030 Class M-1 ~~6.83%* $ 35,000,000 April 1~~*6.94% 52,500,000 January 2, 2030 Class B-1 ~~7.26%* $ 22,500,000 April 1~~*7.36% 33,750,000 January 2, 2030 Class B-2 ~~8.11%* $ 20,000,000 April 1~~*8.44% 30,000,000 January 2, 2030 Class B-3I *** *** April 10 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. ** ~~Final maturity date. *** Class B-3I Certificates are interest only Certificates entitled~~ An amount equal to the ~~payment of~~ Excess ~~Interest~~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 ~~ten~~ 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 PASS~~Original Subsidiary Expected Final Pass-~~THROUGH RATE INTEREST EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Rate Interest Maturity Class Per Annum Principal Balance Date Class A-S1 Weighted Average ~~$21,400,000 June 1~~$ 36,000,000 January 2, 1999** 2030 Contract Rate Class A-S2 Weighted Average ~~$26,000,000 April 1~~39,000,000 January 2, 2030 Contract Rate Class A-S3 Weighted Average ~~$62,000,000 April 1~~95,000,000 January 2, 2030 Contract Rate Class A-S4 Weighted Average ~~$27,000,000 April 1~~41,500,000 January 2, 2030 Contract Rate Class A-S5 Weighted Average ~~$108,400,000 April 1~~162,000,000 January 2, 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~~260,250,000 January 2, 2030 Contract Rate Class M-S1 Weighted Average ~~$35,000,000 April 1~~52,500,000 January 2, 2030 Contract Rate Class B-S1 Weighted Average ~~$22,500,000 April 1~~33,750,000 January 2, 2030 Contract Rate Class B-S2 Weighted Average ~~$20,000,000 April 1~~30,000,000 January 2, 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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 (Green Tree Financial Corp)

Remic Provisions. a. (a) The ~~Company~~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 ~~Company~~ Originator pursuant to Section ~~3.05(c~~3.06(c), the Staged-Funding Contract Reserve ~~Account and~~ Account, the Pre-Funding ~~Account~~Account and the 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 ~~Company~~Originator, the Seller or the Servicer) and the ~~Company~~ 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 ~~Master~~ Regular Certificates are being issued in ~~eleven~~ seven classes and are hereby designated by the ~~Company~~ 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS~~Original Class Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Principal Balance (or Rate Notional Principal Class ~~A-1 5.68~~Xxx Xxxxx Xxxxxx (1)) Maturity Date ------------------------ ----------------- -------------------------- ------------------------ Class A (1) $ 402,500,000 February 2033 Class A-IO 2.50% $ 21,400,000 June 1, 1999** Class A-2 6.00% $ 26,000,000 April 1, 2030 Class A-3 5.98% $ 62,000,000 April 1, 2030 Class A-4 6.09% $ 27,000,000 April 1, 2030 Class 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 (2) February 2033 Class M-1 6.83%* 7.69% (3) $ ~~35,000,000 April 1, 2030~~ 31,250,000 February 2033 Class M-2 8.13% (3) $ 25,750,000 February 2033 Class B-1 7.26%* 9.44% (3) $ ~~22,500,000 April 1, 2030~~ 25,500,000 February 2033 Class B-2 8.11%* 10.15% (3) $ ~~20,000,000 April 1, 2030~~ 15,000,000 February 2033 Class B-3I *** *** April (4) (4) (1) A floating rate (determined each Due Period as of each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, 2030 ================ * 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. ** Final maturity date. *** . (4) The Class B-3I Certificates are ~~interest~~ interest-only Certificates entitled to the payment of ~~Excess Interest~~the Class B-3I Distribution Amount. 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 Seller does not represent that any Class of ~~Master~~ Regular Certificates will, in fact, mature on any given date. The Class C Master ~~Certificates are~~ Certificate is being issued in a single ~~class~~ Class and ~~are~~ is hereby designated by the ~~Company~~ Seller as constituting the sole class of "residual interests" in the Master REMIC for purposes of Section 860G(a)(2) of the Code. c. (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 ~~ten~~ twenty-four classes and are hereby designated by the ~~Company~~ 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 PASS~~Pass-~~THROUGH RATE INTEREST EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Original Class ~~A-S1~~ Rate Per Annum Principal Balance Maturity Date ------------------- -------------------- ----------------------- ----------------- Class S-1 Weighted Average $21,400,000 June 1, 1999** $ 400,000,000 February 2033 Contract Rate Class ~~A-S2~~ S-2(4) Weighted Average ~~$26,000,000 April 1, 2030~~ 2,200,000 February 2033 Contract Rate Class ~~A-S3~~ S-2(5) Weighted Average ~~$62,000,000 April 1, 2030~~ 2,400,000 February 2033 Contract Rate Class ~~A-S4~~ S-2(7) Weighted Average ~~$27,000,000 April 1, 2030~~ 2,500,000 February 2033 Contract Rate Class ~~A-S5~~ S-2(8) Weighted Average ~~$108,400,000 April 1, 2030~~ 2,500,000 February 2033 Contract Rate Class ~~A-S6~~ S-2(9) Weighted Average ~~$72,700,000 April 1, 2030~~ 2,500,000 February 2033 Contract Rate Class ~~A-S7~~ S-2(11) Weighted Average ~~$105,000,000 April 1, 2030~~ 2,400,000 February 2033 Contract Rate Class ~~M-S1~~ S-2(12) Weighted Average ~~$35,000,000 April 1, 2030~~ 2,300,000 February 2033 Contract Rate Class ~~B-S1~~ S-2(13) Weighted Average ~~$22,500,000 April 1, 2030~~ 2,200,000 February 2033 Contract Rate Class ~~B-S2~~ S-2(14) Weighted Average ~~$20,000,000 April 1, 2030~~ 2,200,000 February 2033 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 S-2(15) Weighted Average 2,100,000 February 2033 Contract Rate Class ~~of Uncertificated Subsidiary Interests will, in fact, mature on any given date.~~ 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 ~~Certificates are~~ Certificate is being issued in a single ~~class~~ Class and ~~are~~ is hereby designated by the ~~Company~~ Seller as ~~constituting~~ the sole class of "residual interests" in the ~~Subsidiary~~ subsidiary REMIC for purposes of Section 860G(a)(2) of the Code. d. (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 ~~both~~ each of the Subsidiary REMIC, Intermediate REMIC and ~~the~~ Master REMIC within the meaning of Section 860G(a)(9) of the Code. e. (f) After the Closing Date, neither the Trustee, the ~~Company~~ Originator, the Seller nor any Servicer ~~shall~~ shall: (i) accept any contribution of assets to the Subsidiary REMIC, Intermediate REMIC or ~~the~~ Master REMIC, , (ii) dispose of any portion of the Subsidiary REMIC, Intermediate REMIC or ~~the~~ Master REMIC, other than as provided in Sections ~~3.05~~3.06, ~~3.06~~ 3.07 and 8.05, , (iii) engage in any "prohibited transaction," as defined in Sections 860F(a)(2) ~~and~~ an d (5) of the Code, except as may be contemplated by Section ~~3.05(c~~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 or (v) engage in any activity or enter into any agreement that would result in the receipt by the Subsidiary REMIC, Intermediate 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~~ REMIC, Intermediate R EMIC 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~~ 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 ~~Certificates~~ Certificate as the sole class of "residual interests" in the Master REMIC, , (B) affect the distributions payable hereunder to the Certificateholders or or (C) result in the imposition of any lien, charge or encumbrance upon the Subsidiary REMIC, Intermediate REMIC or ~~the~~ Master REMIC. f. (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 ~~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, Intermediate REMIC or ~~the~~ Master REMIC, as defined in Section 860F of the Code, or cause the Subsidiary REMIC, Intermediate REMIC or ~~the~~ Master REMIC to fail to qualify as a REMIC at any time that the Uncertificated Subsidiary Interests, Class C Subsidiary ~~Certificates~~Certificate, Uncertificated Intermediate Interests, Class C Intermediate Certificate, Regular Certificates or Class C Master ~~Certificates~~ 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 ~~the~~ 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)

Remic Provisions. a. The ~~Company~~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 Company pursuant to Section 3.05(c), the Staged-Funding Contract Reserve Account and the Pre-Funding Account)~~ 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 ~~Company~~Originator, the Seller or the Servicer) and the ~~Company~~ 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. The ~~Master~~ Regular Certificates are being issued in ~~eleven~~ ten classes and are hereby designated by the ~~Company~~ 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS-THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Original Principal Balance Remittance Rate Per (or Notional Principal Class Xxxxx Xxxxxx*) Maturity Date ------------ ---------------------------- ------------------------------ ----------------- Class A-1 ~~5.68~~A floating rate per annum $125,000,000 May 2033 equal to the lesser of (a) one-month LIBOR plus 0.13% $ 21,400,000 June 1, 1999** and (b) the Adjusted Weighted Average Contract Rate Class A-2 ~~6.00~~5.16% ~~$ 26,000,000 April 1, 2030~~ 100,000,000 May 2033 Class A-3 ~~5.98~~5.79% ~~$ 62,000,000 April 1, 2030~~ 65,000,000 May 2033 Class A-4 ~~6.09% $ 27,000,000 April 1, 2030~~ 6.91%/(1)/ 193,000,000 May 2033 Class ~~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~~ A-IO 2.50%/(2)/ *120,000,000 May 2033 Class M-1 ~~6.83%* $ 35,000,000 April 1, 2030~~ 7.15%/(3)/ 37,500,000 May 2033 Class M-2 7.44%/(3)/ 30,900,000 May 2033 Class B-1 ~~7.26%* $ 22,500,000 April 1, 2030~~ 8.50%/(3)/ 30,600,000 May 2033 Class B-2 ~~8.11%* $ 20,000,000 April 1, 2030~~ 10.50%/(3)/ 18,000,000 May 2033 Class B-3I *** *** April /(4)/ (1) A floating rate (determined each Due Period as of each Remittance Date) equal to the Adjusted Weighted Average Contract Rate, 2030 ================ * 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) (1), 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 Rate specified above. ~~** Final maturity date. ***~~ /(4)/ The Class B-3I Certificates are ~~interest~~ 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) 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-S2 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 REMICB-3I Formula Distribution Amount. 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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)

Remic Provisions. a. The Company, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the Staged-Funding Contract Reserve Account and the Pre-Funding Account) 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 Company) and the Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary 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. The Master Certificates are being issued in ~~eleven~~ five classes and are hereby designated by the 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 Master Certificates are irrevocably established as of the Closing Date: PASS-THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE Class A-1 ~~5.68~~6.54% ~~$ 21,400,000~~ $301,197,000 June 1, 1999** Class A-2 6.00% $ 26,000,000 April 1, 2030 Class A-3 5.98% $ 62,000,000 April 1, 2030 Class A-4 6.09% $ 27,000,000 April 1, 2030 Class 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~~6.71%* ~~$ 35,000,000 April~~ $24,950,000 June 1, 2030 Class B-1 ~~7.26~~7.18%* ~~$ 22,500,000 April~~ $16,040,000 June 1, 2030 Class B-2 ~~8.11~~7.99%* ~~$ 20,000,000 April~~ $14,260,174 June 1, 2030 Class B-3I ** ** *** April June 1, 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. ~~** Final maturity date. *~~** Class B-3I Certificates 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) 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-S2 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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 (Green Tree Financial Corp)

Remic Provisions. a. The Company, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the Staged-Funding Contract Reserve Account and the Pre-Funding Account) 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 Company) and the Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary 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. The Master Certificates are being issued in ~~eleven~~ 13 classes and are hereby designated by the 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 Master Certificates are irrevocably established as of the Closing Date: PASS-THROUGH RATE ORIGINAL CLASS EXPECTED ~~FINAL~~ CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY ~~DATE~~ --------- --------- ----------------- -------------- Class A-1 ~~5.68~~5.64875% $ ~~21,400,000 June~~ 35,000,000 **August 1, 1999** 1999 Class A-2 ~~6.00~~5.91% $ ~~26,000,000 April~~ 98,000,000 June 1, 2030 Class A-3 ~~5.98~~5.93% $ ~~62,000,000 April~~ 50,000,000 June 1, 2030 Class A-4 ~~6.09~~5.98% ~~$ 27,000,000 April~~ $103,200,000 June 1, 2030 Class A-5 ~~6.18~~6.06% ~~$ 108,400,000 April~~ $108,100,000 June 1, 2030 Class A-6 6.53%* 6.27% $ ~~72,700,000 April~~ 73,200,000 June 1, 2030 Class A-7 ~~6.87%~~6.45% * $ ~~105,000,000 April~~ 94,700,000 June 1, 2030 Class A-8 6.66% * $113,800,000 June 1, 2030 Class M-1 ~~6.83%~~6.63% * $ ~~35,000,000 April~~ 56,000,000 June 1, 2030 Class M-2 6.80% * $ 16,000,000 June 1, 2030 Class B-1 ~~7.26%~~7.14% * $ ~~22,500,000 April~~ 24,000,000 June 1, 2030 Class B-2 ~~8.11~~7.192%* $ ~~20,000,000 April~~ 28,000,000 June 1, 2030 Class B-3I *** *** April June 1, 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. ** Final maturity date. *** The Class B-3I Certificates are ~~interest~~ 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) of the Code. c. The Uncertificated Subsidiary Interests are being issued in ~~ten~~ 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 ~~FINAL~~ CLASS PER ANNUM PRINCIPAL BALANCE FINAL MATURITY ~~DATE~~ ----------- ---------------- ----------------- -------------- Class A-S1 Weighted Average ~~$21,400,000 June~~ $ 35,000,000 ** August 1, 1999** 1999 Contract Rate Class A-S2 Weighted Average ~~$26,000,000 April~~ $ 98,000,000 June 1, 2030 Contract Rate Class A-S3 Weighted Average ~~$62,000,000 April~~ $ 50,000,000 June 1, 2030 Contract Rate Class A-S4 Weighted Average $~~27,000,000 April~~ 103,200,000 June 1, 2030 Contract Rate Class A-S5 Weighted Average $~~108,400,000 April~~ 108,100,000 June 1, 2030 Contract Rate Class A-S6 Weighted Average ~~$72,700,000 April~~ $ 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 $~~105,000,000 April~~ 113,800,000 June 1, 2030 Contract Rate Class M-S1 Weighted Average ~~$35,000,000 April~~ $ 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 ~~$22,500,000 April~~ $ 24,000,000 June 1, 2030 Contract Rate Class B-S2 Weighted Average ~~$20,000,000 April~~ $ 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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 (Green Tree Financial Corp)

Remic Provisions. a. The ~~Company~~Originator, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the ~~Company~~ Originator pursuant to Section ~~3.05(c~~3.06(c), the ~~Staged-~~Staged- Funding Contract Reserve Account and the Pre-Funding Account) 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 ~~Company~~Originator, the Seller or the Servicer) and the ~~Company~~ 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 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. The ~~Master~~ Regular Certificates are being issued in ~~eleven~~ 6 classes and are hereby designated by the ~~Company~~ 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS~~Original Class Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Principal Class Rate Per Annum Balance Maturity Date ------------------------------ ---------------------- --------------------- ------------------- Class A-1 ~~5.68~~7.36% $ ~~21,400,000 June~~ 830,000,000 July 1, ~~1999~~2031 Class M-1 ** Class A-2 6.007.96% $ ~~26,000,000 April~~ 50,000,000 July 1, ~~2030~~ 2031 Class ~~A-3 5.98~~M-2 *8.74% $ ~~62,000,000 April~~ 40,000,000 July 1, ~~2030~~ 2031 Class ~~A-4 6.09~~B-1 *9.20% $ ~~27,000,000 April~~ 30,000,000 July 1, ~~2030~~ 2031 Class ~~A-5 6.18~~B-2 *9.20% $ ~~108,400,000 April~~ 35,000,000 July 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 2031 Class B-3I *** *** April 1, 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. ** Final maturity date. *** The Class B-3I Certificates are ~~interest~~ 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 Seller does not represent that any Class of ~~Master~~ Regular Certificates will, in fact, mature on any given date. The Class C Master Certificates are being issued in a single ~~class~~ Class and are hereby designated by the ~~Company~~ 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 ~~ten~~ 5 classes and are hereby designated by the ~~Company~~ 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 PASS~~Original Subsidiary Interest Pass-~~THROUGH RATE INTEREST EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ Through Rate Per Principal Maturity Class Annum Balance Date ------------------ ----------------------------------- ---------------------- ----------------- Weighted Average Contract Class A-S1 Rate $ 830,000,000 July 1, 2031 Weighted Average $21,400,000 June 1, 1999** Contract Rate Class A-S2 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 Rate $ 50,000,000 July 1, 2031 Weighted Average ~~$35,000,000 April~~ Contract Class M-S2 Rate $ 40,000,000 July 1, ~~2030~~ 2031 Weighted Average Contract ~~Rate~~ Class B-S1 Rate $ 30,000,000 July 1, 2031 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the Master REMIC of any "income from nonpermitted assets," within the meaning of Section 860F(a)(2)(B) of the Code.$ 35,000,000 July 1,2031

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)

Remic Provisions. a. The Company, as Servicer, and the Class C Subsidiary 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 and the Master REMIC for its first taxable year shall provide that the Subsidiary REMIC or the Master REMIC, as the case may be (excluding the Capitalized Interest Account, the obligation and related demand note of the Company pursuant to Section 3.05(c), the ~~Staged-~~Staged- Funding Contract Reserve Account and the Pre-Funding Account) 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 Company) and the Company shall take, or refrain from taking, all such action as is necessary to maintain the status of each of the Subsidiary 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. The ~~Master~~ Regular Certificates are being issued in ~~eleven~~ 11 classes and are hereby designated by the 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 ~~Master~~ Regular Certificates are irrevocably established as of the Closing Date: ~~PASS~~Pass-~~THROUGH RATE ORIGINAL CLASS EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ through Rate Original Class Class Per Annum Principal Balance Maturity Date ------------- ------------------ ------------------- ---------------- Class A-1 ~~5.68~~6.27% ~~$ 21,400,000 June 1, 1999** Class A-2 6.00% $ 26,000,000~~ $150,000,000 April 1, ~~2030~~ 2031 Class ~~A-3 5.98~~A-2 6.77% $ ~~62,000,000~~ 70,000,000 April 1, ~~2030~~ 2031 Class ~~A-4 6.09~~A-3 6.97% ~~$ 27,000,000~~ $110,000,000 April 1, ~~2030~~ 2031 Class ~~A-5 6.18~~A-4 7.33% ~~$ 108,400,000~~ $125,000,000 April 1, ~~2030~~ 2031 Class ~~A-6 6.53%* $ 72,700,000~~ A-5 *7.86% $295,000,000 April 1, ~~2030~~ 2031 Class ~~A-7 6.87%* $ 105,000,000~~ A-6 *7.50% $850,000,000 April 1, ~~2030~~ 2031 Class M-1 ~~6.83%* $ 35,000,000~~ *8.05% $120,000,000 April 1, ~~2030~~ 2031 Class B-1 7.26%* M-2 *8.67% $ ~~22,500,000~~ 70,000,000 April 1, ~~2030~~ 2031 Class B-2 8.11%* B-1 *9.20% $ ~~20,000,000~~ 70,000,000 April 1, ~~2030~~ 2031 Class B-2 *9.20% $140,000,000 April 1, 2031 Class B-3I *** *** April 1, 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. ** ~~Final maturity date. *** Class~~ The class B-3I Certificates are ~~interest~~ 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~~ 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~~ 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~~ 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~~ the following terms of the Uncertificated Subsidiary Interests are irrevocably established as of the Closing Date: ~~ORIGINAL SUBSIDIARY PASS~~Original Subsidiary Interest Principal Class Pass-~~THROUGH RATE INTEREST EXPECTED FINAL CLASS PER ANNUM PRINCIPAL BALANCE MATURITY DATE~~ through Rate Per Annum Balance Maturity Date ------------ --------------------------------- ------------------------ ----------------------- Class A-S1 Weighted Average Contract Rate $~~21,400,000 June~~ 150,000,000 April 1, ~~1999** Contract Rate~~ 2031 Class A-S2 Weighted Average ~~$26,000,000~~ Contract Rate $ 70,000,000 April 1, ~~2030 Contract Rate~~ 2031 Class A-S3 Weighted Average Contract Rate $~~62,000,000~~ 110,000,000 April 1, ~~2030 Contract Rate~~ 2031 Class A-S4 Weighted Average Contract Rate $~~27,000,000~~ 125,000,000 April 1, ~~2030 Contract Rate~~ 2031 Class A-S5 Weighted Average Contract Rate $~~108,400,000~~ 295,000,000 April 1, ~~2030 Contract Rate~~ 2031 Class A-S6 Weighted Average Contract Rate $~~72,700,000~~ 850,000,000 April 1, ~~2030 Contract Rate Class A-S7 Weighted Average $105,000,000 April 1, 2030 Contract Rate~~ 2031 Class M-S1 Weighted Average Contract Rate $~~35,000,000~~ 120,000,000 April 1, ~~2030~~ 2031 Class M-S2 Weighted Average Contract Rate $ 70,000,000 April 1, 2031 Class B-S1 Weighted Average ~~$22,500,000~~ Contract Rate $ 70,000,000 April 1, ~~2030 Contract Rate~~ 2031 Class B-S2 Weighted Average Contract Rate $~~20,000,000~~ 140,000,000 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. 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) of 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) of the Code. e. After the Closing Date, neither the Trustee, the Company 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 that the management, conservation, protection and operation of such property will not result in the receipt by the Subsidiary REMIC or the 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 (Green Tree Financial Corp)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)

Common use of Remic Provisions Clause in Contracts