Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc4), Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1satisfies
Appears in 2 contracts
Samples: Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-1), Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else Sch. I-1 Receivables Purchase and Sale Agreement The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization; Sch. Exhibit 14.2(f)-1 Receivables Purchase and Sale Agreement
(f) Each of the Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or GE Capital. Except as set forth below, the Purchaser does and will maintain its own books of account and corporate or limited liability company records separate from the Seller and GE Capital or any other Subsidiary or Affiliate of the Seller and GE Capital. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer of the Receivables and the related Equipment, of the books and records pertaining to the Purchaser Assets. However, GE Capital will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than in GE Capital’s capacity as Servicer) has independent access;
(g) The Purchaser will strictly observe corporate or limited liability company formalities, and the Seller and GE Capital will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GE Capital, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate or limited liability company formalities;
(h) The transactions among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. Neither the Seller or GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not guarantee the debts of the Seller or GE Capital;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller or GE Capital permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller or GE Capital; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller and GE Capital. Sch. 4.2(f)-2 Receivables Purchase and Sale Agreement ANNEX A to RECEIVABLES PURCHASE AND SALE AGREEMENT dated as of June 18, 2014
Appears in 2 contracts
Samples: Receivables Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2014-1), Receivables Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2014-1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else Sch. I-1 Receivables Purchase and Sale Agreement The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or GE Capital. Exhibit 1Except as set forth below, the Purchaser does and will maintain its own books of Exh. 4.2(f)-1 Receivables Purchase and Sale Agreement account and corporate or limited liability company records separate from the Seller and GE Capital or any other Subsidiary or Affiliate of the Seller and GE Capital. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer of the Receivables and the related Equipment, of the books and records pertaining to the Purchaser Assets. However, GE Capital will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than in GE Capital’s capacity as Servicer) has independent access;
(g) The Purchaser will strictly observe corporate or limited liability company formalities, and the Seller and GE Capital will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GE Capital, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate or limited liability company formalities;
(h) The transactions among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. Neither the Seller or GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not guarantee the debts of the Seller or GE Capital;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller or GE Capital permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller or GE Capital; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller and GE Capital. Exh. 4.2(f)-2 Receivables Purchase and Sale Agreement
Appears in 2 contracts
Samples: Receivables Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2013-2), Receivables Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2013-2)
Seller to Maintain Perfection and Priority. The Each Seller covenants that, in order to evidence the interests of the such Seller and the Purchaser Buyer under this Agreement, the such Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are requested by the PurchaserBuyer) to maintain and perfect, as a first priority interest, Buyer’s ownership of the Purchaser's security interest in the Mortgage LoansTransferred Assets. The Such Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee Buyer for Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided forfor in this paragraph) the such Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer’s ownership of the Purchaser's security interest in the Mortgage Loans Transferred Assets as a first-priority interest (each a "“Filing"”). The Such Seller shall present each such Filing to the Purchaser or its designee Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iiiii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code UCC in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)jurisdiction, and (y) a form of authorization for the Purchaser's Buyer’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser Buyer shall promptly authorize in writing the such Seller to, and the such Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents this Agreement to the contrary, the such Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1Buyer in accordance with this paragraph.
Appears in 2 contracts
Samples: Receivables Sale Agreement (CDF Funding, Inc.), Receivables Sale Agreement (CDF Funding, Inc.)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansCollateral. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Collateral as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies 700148757 06142559 Loan Purchase and Sale Agreement the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else 700148757 06142559 Loan Purchase and Sale Agreement 700148757 06142559 Loan Purchase and Sale Agreement The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently, GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or GE Capital. Exhibit 1Except as set forth below, the Purchaser does and will maintain its own books of 700148757 06142559 Loan Purchase and Sale Agreement account and corporate or limited liability company records separate from the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer of the Loans, of the books and records pertaining to the Purchaser Assets. However, GE Capital will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than GE Capital’s capacity as Servicer) has independent access;
(g) The Purchaser will strictly observe corporate or limited liability company formalities, and the Seller and GE Capital will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GE Capital, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate or limited liability company formalities;
(h) The transactions among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. Neither Seller nor GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in: the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not guaranty the debts of the Seller or GE Capital;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller or GE Capital permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller or GE Capital; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller and GE Capital. 700148757 06142559 Loan Purchase and Sale Agreement 700148757 06142559 Annex A to Loan Purchase and Sale Agreement
Appears in 2 contracts
Samples: Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2011-1), Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2011-1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designee. Exhibit 1own operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
Appears in 2 contracts
Samples: Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2012-1), Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2012-1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser Buyer under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are requested by the PurchaserBuyer) to maintain and perfect, as a first priority interest, the PurchaserBuyer's security ownership interest in the Mortgage LoansSeller's rights in the Receivables Property. The Seller Servicer shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee Buyer (and the Trustee) for the Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided forfor in this paragraph) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the PurchaserBuyer's security ownership interest in the Mortgage Loans Seller's rights in the Receivables Property as a first-priority interest (each a "Filing"). The Seller Servicer shall present each such Filing to the Purchaser or its designee Buyer (and the Trustee) together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant transfer of the security ownership interest to the Purchaser Buyer pursuant to the Section 19 2.1 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code UCC in the applicable jurisdiction (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the PurchaserBuyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser Buyer shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents this Agreement to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1Buyer in accordance with this paragraph (8).
Appears in 2 contracts
Samples: Receivables Contribution and Sale Agreement (CDF Funding, Inc.), Receivables Contribution and Sale Agreement (CDF Financing LLC)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit APPENDIX E – Standard & Poor’s Anti-Predatory Lending Categorization Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Loan Georgia (Oct. 1, 2002 – Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 – March 6, 2003 High Cost Home Loan Georgia as amended (Mar. 7, 2003 – current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective for loans originated on or after January 1, 2005. High Cost Home Loan Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id. § 16a-3-207) and; High APR Consumer Loan (id. § 16a-3-308a) Kentucky 2003 KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time High Cost Home Loan Massachusetts Predatory Home Loan Practices Act Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective November 7, 2004 High Cost Home Mortgage Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003 High Cost Home Loan North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) High Cost Home Loan
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust 2005-Nc2), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust 2005-Nc2)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2007-Fre1), Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc5)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or GE Capital. Exhibit 1Except as set forth below, the Purchaser does and will maintain its own books of account and corporate or limited liability company records separate from the Seller and GE Capital or any other Subsidiary or Affiliate of the Seller and GE Capital. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer of the Receivables and the related Equipment, of the books and records pertaining to the Purchaser Assets. However, GE Capital will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than in GE Capital’s capacity as Servicer) has independent access;
(g) The Purchaser will strictly observe corporate or limited liability company formalities, and the Seller and GE Capital will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GE Capital, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate or limited liability company formalities;
(h) The transactions among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. None of the Seller or GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not guaranty the debts of the Seller or GE Capital;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller or GE Capital permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller or GE Capital; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller and GE Capital. ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.1 DEFINITIONS 1 SECTION 1.2 RULES OF CONSTRUCTION 1 ARTICLE II SALES OF PURCHASER ASSETS 1 SECTION 2.1 SALE OF PURCHASER ASSETS 1 SECTION 2.2 GRANT OF SECURITY INTEREST; SUBORDINATION 2 SECTION 2.3 SALE PRICE 4 SECTION 2.4 REMOVAL AND SALE OF PURCHASER ASSETS 4 ARTICLE III CONDITIONS PRECEDENT 5 SECTION 3.1 CONDITIONS TO SALE 5 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 6 SECTION 4.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER 6 SECTION 4.2 AFFIRMATIVE COVENANTS OF THE SELLER 7 SECTION 4.3 NEGATIVE COVENANTS OF THE SELLER 9 SECTION 4.4 PERFECTION REPRESENTATIONS AND WARRANTIES 9 ARTICLE V INDEMNIFICATION 9 SECTION 5.1 INDEMNIFICATION 9 ARTICLE VI CLEAN-UP CALL 10 SECTION 6.1 CLEAN-UP CALL 10 ARTICLE VII MISCELLANEOUS 10 SECTION 7.1 NOTICES 10 SECTION 7.2 NO WAIVER; REMEDIES 11 SECTION 7.3 SUCCESSORS AND ASSIGNS 12 SECTION 7.4 TERMINATION; SURVIVAL OF OBLIGATIONS 12 SECTION 7.5 COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT 13 SECTION 7.6 AMENDMENTS AND WAIVERS 13 SECTION 7.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 13 SECTION 7.8 COUNTERPARTS 14 SECTION 7.9 SEVERABILITY 14 SECTION 7.10 SECTION TITLES 14 SECTION 7.11 NO SETOFF 14 SECTION 7.12 CONFIDENTIALITY 14 SECTION 7.13 FURTHER ASSURANCES 15 SECTION 7.14 ACCOUNTING CHANGES 15 SCHEDULE 4.1(B) UCC INFORMATION SCHEDULE 4.4 PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS SCHEDULE I SCHEDULE OF CEF RECEIVABLES EXHIBIT 4.2(F) SEPARATE IDENTITY PROVISIONS ANNEX A DEFINITIONS AND INTERPRETATION
Appears in 2 contracts
Samples: Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2011-1), Receivables Purchase and Sale Agreement (GE Equipment Midticket LLC, Series 2011-1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently, GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or GE Capital. Except as set forth below, the Purchaser does and will maintain its own books of account and corporate or limited liability company records separate from the Seller and GE Capital or any other Subsidiary or Affiliate of the Seller and GE Capital. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer of the Loans, of the books and records pertaining to the Purchaser Assets. However, GE Capital will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than in GE Capital’s capacity as Servicer) has independent access;
(g) The Purchaser will strictly observe corporate or limited liability company formalities, and the Seller and GE Capital will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GE Capital, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate or limited liability company formalities;
(h) The transactions among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. Neither the Seller nor GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in: the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not guaranty the debts of the Seller or GE Capital;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller or GE Capital permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller or GE Capital; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller and GE Capital. Exhibit 14.2(f) - 2 Loan Purchase and Sale Agreement
Appears in 2 contracts
Samples: Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-2), Loan Purchase and Sale Agreement (GE Equipment Transportation LLC, Series 2012-2)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit Master Servicer Loan No.: Address: Trustee/Custodian Mortgage File No.: Address: Name: CITIGROUP MORTGAGE LOAN TRUST INC. Address: Certificates: Asset Backed Mortgage Pass-Through Certificates, Series 2005-NC3 The undersigned Servicer hereby acknowledges that it has received from _______________________, as Trustee for the Holders of Asset Backed Pass-Through Certificates, Series 2005-NC3 the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of June 1, 2005, among the Trustee, the Depositor and the Servicer (the “Pooling and Servicing Agreement”).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc3)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage LoansCollateral. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans Collateral as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1requirements
Appears in 1 contract
Samples: Loan Purchase and Sale Agreement (Cef Equipment Holding LLC)
Seller to Maintain Perfection and Priority. The Each Seller covenants that, in order to evidence the interests of the such Seller and the Purchaser Buyer under this Agreement, the such Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are requested by the PurchaserBuyer) to maintain and perfect, as a first priority interest, Buyer's ownership of the Purchaser's security interest in the Mortgage LoansTransferred Assets. The Such Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee Buyer for Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided forfor in this paragraph) the such Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer's ownership of the Purchaser's security interest in the Mortgage Loans Transferred Assets as a first-priority interest (each a "Filing"). The Such Seller shall present each such Filing to the Purchaser or its designee Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iiiii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code UCC in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)jurisdiction, and (y) a form of authorization for the PurchaserBuyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser Buyer shall promptly authorize in writing the such Seller to, and the such Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents this Agreement to the contrary, the such Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1Buyer in accordance with this paragraph.
Appears in 1 contract
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where Mortgage Loan Purchase Agreement allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit Mortgage Loan Purchase Agreement APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- ----------------------------------- Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan Ann. Sections 23-53-101 et seq. Exxxctive July 00, 0000 Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Xxx. Xxxx Xxxxxxxx Xovered Loan 757.01 et seq. Effective June 2, 2003 Colorado Consumer Equity Protection, Colo. Stat. Ann. Covered Loan Sectionx 0-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002 Connecticut Connecticut Abusive Home Loax Xxxxxxx Xxxxxxxxx Xxxx Xxxx Xxxx Xxxx Act, Conn. Gen. Stat. Sections 36a-746 et seq. Effective October 1, 2001 District of Columbia Home Loan Protection Act, D.X. Xxxx Xxxxxxxx Covered Loan 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 Florida Fair Lending Act, Fla. Stat. Ann. Sections High Cost Home Loan 494.0078 et seq. Effective October 2, 2002 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- ----------------------------------- Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code Ann. Sections Xxxx Xxxx Xxxx Xxxx Xxx. 0, 0000) 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 Georgia as amended (Mar. 7, 2003 Georgia Fair Lending Act, Ga. Code Ann. Sections High Cosx Xxxx Xxxx - xxxxxxx) 7-6A-1 et seq. Effective for loans closed on or after March 7, 2003 HOEPA Section 32 Home Ownership and Xxxxxx Xxxxxxxxxx Xxt of High Cost Loan 1994, 15 U.S.C. Section 1639, 12 C.F.R. Sections 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 Illinois High Risk Home Loan Act, Ill. Comp. Stat. High Risk Home Loan tit. 815, Sections 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) Indiana Indiana Home Loan Practices Act, Ind. Code High Cost Home Loan Ann. Sections 24-9-1-1 et seq. Efxxxtive for loans originated on or after January 1, 2005. Kansas Consumer Credit Code, Kan. Stat. Ann. Sections High Loan to Value Consumer Loan 16a-1-101 et seq. (id. Section 16a-3-207) and; Sections 16a-1-301 and 16a-3-207 became effective High APR Consumer Loan (id. Section April 14, 1999; Section 16a-3-308a became effective 16a-3-308a) July 1, 1999 Kentucky 2003 KY H.B. 287 - High Cost Home Loan Act, High Cost Home Loan Ky. Rev. Stat. Sections 360.100 et seq. Effective June 24, 2003 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- ----------------------------------- Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, High Rate High Fee Mortgage Sections 8-101 et seq. Effective September 29, 1995 and as amended from time to time Massachusetts Part 40 and Part 32, 209 C.M.R. Sections 32.00 et High Cost Home Loan seq. and 209 C.M.R. Sections 40.01 et seq. Effective March 22, 2001 and amended from time to time Massachusetts Predatory Home Loan Practices High Cost Home Mortgage Loan Act Mass. Gen. Laws ch. 183C, Sections 1 et seq. Effective November 7, 2004 Nevada Assembly Bill No. 284, Nev. Rev. Stat. Sections Home Loan 598D.010 et seq. Effective October 1, 2003 New Jersey New Jersey Home Ownership Security Act of High Cost Home Loan 2002, N.J. Rev. Stat. Sections 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 New Mexico Home Loan Protection Act, N.M. Rev. Stat. Sections High Cost Home Loan 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 New York N.Y. Banking Law Article 6-l High Cost Home Loan Effective for applications made on or after April 1, 2003 North Carolina Restrictions and Limitations on High Cost High Cost Home Loan Home Loans, N.C. Gen. Stat. Sections 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Category under Name of Anti-Predatory Lending Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law -------------------------------- --------------------------------------------------- -----------------------------------
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc2)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit EXHIBIT E --------- REQUEST FOR RELEASE (for Trustee/Custodian) Loan Information ---------------- Name of Mortgagor: __________________________________ Master Servicer Loan No.: __________________________________ Trustee/Custodian ----------------- Name: __________________________________ Address: __________________________________ __________________________________ Trustee/Custodian Mortgage File No.: __________________________________ Trustee ------- Name: ______________________________ Address: ______________________________ ______________________________ Depositor --------- Name: CITIGROUP MORTGAGE LOAN TRUST INC. Address: __________________________________ __________________________________ Certificates: Asset Backed Mortgage Pass-Through Certificates, Series 2004-NC2 The undersigned Servicer hereby acknowledges that it has received from _______________________, as Trustee for the Holders of Asset Backed Pass-Through Certificates, Series 2004-NC2 the documents referred to below (the "Documents"). All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of September 1, 2004, among the Trustee, the Depositor and the Servicer (the "Pooling and Servicing Agreement").
Appears in 1 contract
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 17 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit With respect to each Mortgage Loan, the Mortgage File shall include each of the following items:
(1) Mortgage Loan Documents.
(2) Loan application.
(3) Mortgage Loan closing statement.
(4) Verification of employment and, if applicable, income.
(5) If applicable, verification of acceptable evidence of source and amount of down payment.
(6) Credit report on Mortgagor.
(7) Mortgaged Property appraisal report.
(8) Photograph of the Mortgaged Property.
(9) Survey of the Mortgaged Property.
(10) Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the title policy, i.e., map or plat, restrictions, easements, sewer agreements, home association declarations, etc.
(11) All required disclosure statements and statement of Mortgagor confirming receipt thereof.
(12) If available, termite report, structural engineer’s report, water potability and septic certification.
(13) Sales Contract.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (SG Mortgage Securities Trust 2006-Opt2)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansCollateral. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Collateral as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else Schedule I-1 Loan Sale Agreement Schedule I-2 Loan Sale Agreement Schedule I-3 Loan Sale Agreement Schedule I-4 Loan Sale Agreement Schedule I-5 Loan Sale Agreement Schedule I-6 Loan Sale Agreement Schedule I-7 Loan Sale Agreement Schedule I-8 Loan Sale Agreement Schedule I-9 Loan Sale Agreement Schedule I-11 Loan Sale Agreement Schedule I-12 Loan Sale Agreement Schedule I-13 Loan Sale Agreement Schedule I-14 Loan Sale Agreement Schedule I-15 Loan Sale Agreement Schedule I-16 Loan Sale Agreement Schedule I-17 Loan Sale Agreement Schedule I-18 Loan Sale Agreement Schedule I-19 Loan Sale Agreement Schedule I-20 Loan Sale Agreement Schedule I-21 Loan Sale Agreement Schedule I-22 Loan Sale Agreement Schedule I-23 Loan Sale Agreement Schedule I-24 Loan Sale Agreement Schedule I-25 Loan Sale Agreement Schedule I-26 Loan Sale Agreement Schedule I-27 Loan Sale Agreement Schedule I-28 Loan Sale Agreement Schedule I-29 Loan Sale Agreement Schedule I-30 Loan Sale Agreement Schedule I-31 Loan Sale Agreement Schedule I-32 Loan Sale Agreement Schedule I-33 Loan Purchase and Sale Agreement The Purchaser, GECS, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller, GE Capital or GECS or any other Subsidiary or Affiliate of the Seller, GE Capital or GECS. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller, GE Capital and GECS), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller and GECS, respectively;
(c) GECS and/or GE Capital will issue consolidated financial statements, which financial statements will not show Purchaser Assets that have been sold by the Seller to the Purchaser as assets of the Seller and its consolidated subsidiaries. The Seller, GECS, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GECS, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through the agents. However, any allocations of direct, indirect or overhead expenses for items shared between the Purchaser, GE Capital or GECS that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its own operating expenses and liabilities from its own funds, except GECS did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GECS, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller, GE Capital or GECS or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller, GE Capital or GECS. Except as set forth below, the Purchaser does and will maintain its own books of account and corporate records separate from the Seller, GE Capital and GECS or any other Subsidiary or Affiliate of the Seller, GE Capital and GECS. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller, GE Capital or GECS or any other Subsidiary or Affiliate of the Seller, GE Capital or GECS except as specifically provided in the transaction documents Related Documents with respect to the contrarytemporary commingling of Collections and with respect to, if applicable, any such Person’s retention, in their capacity as agent or Custodian for the Purchaser, of the books and records pertaining to the Purchaser Assets. However, any such agent or Custodian will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser, the Seller shall Seller, GE Capital or GECS. The Purchaser does not have and will not maintain joint bank accounts or other depository accounts to which the Seller, GE Capital or GECS or any authority other Subsidiary or Affiliate of the Seller, GE Capital or GECS (other than in their capacity as agent for the Purchaser, if applicable) has independent access;
(g) The Purchaser will strictly observe corporate formalities, and the Seller, GE Capital and GECS will strictly observe corporate formalities with respect to effect a Filing its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller, GE Capital and GECS, on the one hand, and the Purchaser, on the other, will be made without obtaining written authorization from adherence to corporate formalities;
(h) The transactions among the Purchaser and the Seller, GE Capital or GECS, including the terms governing any servicer advances and the amount and payment of the servicing fee, are on terms and conditions that are consistent with those of arm’s-length relationships. None of the Seller, GE Capital or GECS is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in: the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof. The Purchaser will not guaranty the debts of the Seller, GE Capital or GECS;
(i) All distributions made by the Purchaser to Seller as its designeesole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller, GE Capital or GECS permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person; and
(k) The Purchaser is not named, or has entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller, GE Capital or GECS. Exhibit 4.2(f)-2 Loan Purchase and Sale Agreement ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1
Section 2.1 Sale of Loans 1 Section 2.2 Grant of Security Interest; Subordination 2 Section 2.3 Sale Price 4 Section 2.4 Removal of Loans 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5
Section 4.1 Representations and Warranties of the Seller 5 Section 4.2 Affirmative Covenants of the Seller 7 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 9 ARTICLE V INDEMNIFICATION 9 Section 5.1 Indemnification 9 ARTICLE VI CLEAN-UP CALL 10 Section 6.1 Clean-up Call 10 ARTICLE VII MISCELLANEOUS 10 Section 7.1 Notices 10 Section 7.2 No Waiver; Remedies 11 Section 7.3 Successors and Assigns 12 Section 7.4 Termination; Survival of Obligations 12 Section 7.5 Complete Agreement; Modification of Agreement 12 Section 7.6 Amendments and Waivers 12 Section 7.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 13 Section 7.8 Counterparts 14 Section 7.9 Severability 14 Section 7.10 Section Titles 14 Section 7.11 No Setoff 14 Section 7.12 Confidentiality 14 Section 7.13 Further Assurances 14 Section 7.14 Accounting Changes 15 TABLE OF CONTENTS (continued) Schedule 4.1(b) UCC Information Schedule 4.4 Perfection Representations, Warranties and Covenants Schedule I Schedule of CEF Loans Exhibit 4.2(f) Separate Identity Provisions Annex A Definitions and Interpretations
Appears in 1 contract
Samples: Loan Purchase and Sale Agreement (Cef Equipment Holding LLC)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit APPENDIX E - Standard & Poor’s Anti-Predatory Lending Categorization Standard & Poor's has categorized loans governed by anti-predatory lending laws in the jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, Ohio Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after Jan. 1, 2003. Other provisions of the Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Georgia (Oct. 1, 2002 - March 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002-March 6, 2003 High Cost Home Loan Georgia as amended (March 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34. Effective Oct. 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective Jan. 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective January 1, 2005; amended by 2005-HB 1179, effective July 1, 2005. High Cost Home Loan Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id. § 16a-3-207); and High APR Consumer Loan (id. § 16a-3-308a) Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995, and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001, and amended from time to time. High Cost Home Loan Massachusetts Predatory Home Loan Practices Act. Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective November 7, 2004. High Cost Home Mortgage Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l. Effective for applications made on or after April 1, 2003 High Cost Home Loan North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) High Cost Home Loan
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2007-Rfc1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in In order to evidence the interests of the Seller Purchaser Agent and the Purchaser Purchasers under this Agreement, the Seller shall shall, from time to time take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the PurchaserPurchaser Agent) to maintain and perfect, as a first first-priority interest, the Purchaser's Purchaser Agent’s (on behalf of itself and the other Specified Parties) security interest in the Mortgage LoansTransferred Receivables and all other assets assigned to the Purchaser Agent (on behalf of itself and the other Specified Parties) pursuant to the Related Documents. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on Agent upon request for the Opinion of Counsel hereinafter provided for) the Seller to file, Purchaser Agent’s authorization and approval all financing statements, amendments, continuations, continuations or initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releasesstatement in the, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's Purchaser Agent’s (on behalf of itself and the other Specified Parties) security interest in the Mortgage Loans Transferred Receivables and all other assets assigned to the Purchaser Agent (on behalf of itself and the other Specified Parties) pursuant to the Related Documents as a first-priority interest (each a "Filing")interest. The Seller shall present each such Filing to hereby authorizes the Purchaser or its designee together with (x) an Opinion of Counsel Agent to the effect that file such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type financing statements under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents Related Documents to the contrary, except to the Seller extent contemplated by Section 4.02(g)(vi) of the Sale Agreement and Section 4.03(g)(vi) of the Transfer Agreement, neither the Seller, the Servicer, any Transferor nor any Originator, shall not have any authority to effect file a Filing termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes property described in any such financing statements, without obtaining the prior written authorization from consent of the Purchaser or its designee. Exhibit 1Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Univision Holdings, Inc.)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 17 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where Schedule I-3 allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Schedule I-4 EXHIBIT 1 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items:
(1) Mortgage Loan Documents.
(2) Residential loan application.
(3) Mortgage Loan closing statement.
(4) Verification of employment and income.
(5) Verification of acceptable evidence of source and amount of down payment.
(6) Credit report on Mortgagor.
(7) Residential appraisal report.
(8) Photograph of the Mortgaged Property.
(9) Survey of the Mortgaged Property.
(10) Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the title policy, i.e., map or plat, restrictions, easements, sewer agreements, home association declarations, etc.
(11) All required disclosure statements and statement of Mortgagor confirming receipt thereof.
(12) If available, termite report, structural engineer’s report, water potability and septic certification.
(13) Sales Contract, if applicable.
(14) Hazard insurance policy.
(15) Tax receipts, insurance premium receipts, ledger sheets, payment history from date of origination, insurance claim files, correspondence, current and historical computerized data files, and all other processing, underwriting and closing papers and records which are customarily contained in a mortgage loan file and which are required to document the Mortgage Loan or to service the Mortgage Loan.
(16) Amortization schedule, if available.
(17) Payment history for Mortgage Loans that have been closed for more than 90 days. Exhibit 1-1 EXHIBIT 2 MORTGAGE LOAN DOCUMENTS With respect to each Mortgage Loan, the Mortgage Loan Documents include each of the following items:
(1) the original Mortgage Note, endorsed, “Pay to the order of [blank], without recourse” and signed in the name of the last named endorsee by an authorized officer. The Mortgage Note shall include all intervening original endorsements showing a complete chain of title from the originator to the last named endorsee. To the extent that there is no room on the face of the Mortgage Note for endorsements, the endorsement may be contained on an allonge. Such allonge shall be firmly affixed to the Mortgage Note so as to become a part thereof;
(2) the original of any loan agreement and guarantee(s) executed in connection with the Mortgage Note;
(3) in the case of a Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage without evidence of recording thereon together with a certificate of either the closing attorney or an officer of the title insurer which issued the related title insurance policy, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such attorney or officer for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located;
(4) in the case of a Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage for each Mortgage Loan to [blank], in form and substance acceptable for recording and signed in the name of the last endorsee by an authorized officer;
(5) the originals of all intervening assignments of mortgage (if any) with evidence of recording thereon evidencing a complete chain of ownership from the originator of the Mortgage Loan to the last assignee, or if any such intervening assignment of mortgage has not been returned from the applicable public recording office or has been lost or if such public recording office retains the original recorded intervening assignments of mortgage, a photocopy of such intervening assignment of mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate of the title insurer insuring the Mortgage or the Responsible Party stating that such intervening assignment of mortgage has been delivered to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Custodian upon receipt thereof by the party Exhibit 2-1 delivering the Officer’s Certificate or by the Responsible Party; or (ii) in the case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of mortgage or in the case where an intervening assignment of mortgage is lost after recordation in a public recording office, a copy of such intervening assignment of mortgage with recording information thereon certified by such public recording office or the Responsible Party to be a true and complete copy of the original recorded intervening assignment of mortgage;
(6) the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon;
(7) as to each Mortgage Loan, (i) the original mortgagee title insurance policy or (ii) if such policy has not been issued, an irrevocable written commitment or binder for such policy issued by a title insurer;
(8) if the Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related document has been signed by a Person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign or a copy of such power of attorney together with an Officer’s Certificate certifying that such copy represents a true and correct copy and that such original has been duly recorded in the appropriate records depository for the jurisdiction in which the Mortgaged Property is located; and
(9) if the Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related document has been signed by a Person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign or a copy of such power of attorney together with an Officer’s Certificate certifying that such copy represents a true and correct copy and that such original has been duly recorded in the appropriate records depository for the jurisdiction in which the Mortgaged Property is located.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser Buyer under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are requested by the PurchaserBuyer) to maintain and perfect, as a first priority interest, Buyer’s ownership of the Purchaser's security interest in Transferred Assets and the Mortgage LoansNote Trust Certificate. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee Buyer for Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided forfor in this paragraph) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer’s ownership of the Purchaser's security interest in Transferred Assets and the Mortgage Loans Note Trust Certificate as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iiiii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code UCC in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)jurisdiction, and (y) a form of authorization for the Purchaser's Buyer’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser Buyer shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents this Agreement to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1Buyer in accordance with this paragraph.
Appears in 1 contract
Samples: Receivables Purchase and Contribution Agreement (CDF Funding, Inc.)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else Sch. I-1 Receivables Purchase and Sale Agreement The Purchaser and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or any other Subsidiary or Affiliate of the Seller. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) [GE Capital Bank will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE Capital Bank’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital Bank and its consolidated Subsidiaries. The Seller, GECCI and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GECCI, GE Capital Bank or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents];
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital Bank that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital Bank did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or from those of any other Person or entity, including any other Subsidiary or Affiliate of the Seller. Exhibit 1Except as set forth below, the Purchaser does and will maintain its own books of account and limited liability company records separate from the Seller or any other Subsidiary or Affiliate of the Seller. Exh. 4.2(f)- 1 Receivables Purchase and Sale Agreement Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or any other Subsidiary or Affiliate of the Seller except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital Bank’s retention, in its capacity as Servicer of the [Loans] [Receivables and the related Equipment], of the books and records pertaining to the Purchaser Assets. However, GE Capital Bank will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or any other Subsidiary or Affiliate of the Seller or GE Capital Bank (other than in GE Capital Bank’s capacity as Servicer) has independent access;
(g) The Purchaser and the Seller will strictly observe limited liability company formalities. Specifically, no transfer of assets between the Seller, on the one hand and the Purchaser, on the other, will be made without adherence to limited liability company formalities;
(h) The transactions between the Purchaser, on the one hand and the Seller, GECCI or GE Capital Bank, on the other, including the terms governing any servicer advances and the amount and payment of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. The Seller is not or will not be, nor it holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in the representations made to the Purchaser relating to the Purchaser Assets. The Purchaser will not guarantee the debts of the Seller, GECCI or GE Capital Bank;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser, on the one hand, and the Seller, GECCI or GE Capital Bank on the other, permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller, GECCI and GE Capital Bank. Exh. 4.2(f)- 2 Receivables Purchase and Sale Agreement ANNEX A to RECEIVABLES PURCHASE AND SALE AGREEMENT dated as of [●] [●], 201[●]
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (GECB Equipment Funding, LLC)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit EXHIBIT E --------- REQUEST FOR RELEASE SEE EXHIBIT 3 OF THE CUSTODIAL AGREEMENT EXHIBIT F-1 ----------- FORM OF TRANSFEROR REPRESENTATION LETTER [Date] Deutsche Bank National Trust Company 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Attention: Trust Administration - CA05O2 Re: Xxxxxxxxxx Mortgage Loan Trust, Series 2005-OPT2, Asset Backed Mortgage Pass-Through Certificates, Class ___, representing a ___% Class Percentage Interest --------------------------------------------------------------- Ladies and Gentlemen: In connection with the transfer by ________________ (the "Transferor") to ________________ (the "Transferee") of the captioned mortgage pass-through certificates (the "Certificates"), the Transferor hereby certifies as follows: Neither the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, (e) has taken any other action, that (in the case of each of subclauses (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or would render the disposition of any Certificate a violation of Section 5 of the 1933 Act or any state securities law or would require registration or qualification pursuant thereto. The Transferor will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Transferor will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of that certain Pooling and Servicing Agreement, dated as of May 1, 2005, among Citigroup Mortgage Loan Trust Inc. as Depositor, Option One Mortgage Corporation as Servicer and Deutsche Bank National Trust Company as Trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing Agreement the Certificates were issued. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. Very truly yours, [Transferor] By:___________________________ Name: Title: FORM OF TRANSFEREE REPRESENTATION LETTER [Date] Deutsche Bank National Trust Company 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Attention: Trust Administration - CA05O2 Re: Xxxxxxxxxx Mortgage Loan Trust, Series 2005-OPT2, Asset Backed Mortgage Pass-Through Certificates, Class ___, representing a ___% Percentage Interest -------------------------------------------------------------- Ladies and Gentlemen: In connection with the purchase from ______________________ (the "Transferor") on the date hereof of the captioned trust certificates (the "Certificates"), _______________ (the "Transferee") hereby certifies as follows: The Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the "1933 Act") and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Certificates for its own account or for the account of a qualified institutional buyer, and understands that such Certificate may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust Inc Series 2005-Opt2)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansCollateral. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Collateral as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else The Purchaser, GECS, GE Capital and the Seller have and will continue (in each case, to the extent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller, GE Capital or GECS or any other Subsidiary or Affiliate of the Seller, GE Capital or GECS. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller, GE Capital and GECS), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller and GECS, respectively;
(c) GECS and/or GE Capital will issue consolidated financial statements, which financial statements will not show Purchaser Assets that have been sold by the Seller to the Purchaser as assets of the Seller and its consolidated subsidiaries. The Seller, GECS, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GECS, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through the agents. However, any allocations of direct, indirect or overhead expenses for items shared between the Purchaser, GE Capital or GECS that are not included as part of the Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its own operating expenses and liabilities from its own funds, except GECS did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GECS, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller, GE Capital or GECS or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller, GE Capital or GECS. Except as set forth below, the Purchaser does and will maintain its own books of account and corporate records separate from the Seller, GE Capital and GECS or any other Subsidiary or Affiliate of the Seller, GE Capital and GECS. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller, GE Capital or GECS or any other Subsidiary or Affiliate of the Seller, GE Capital or GECS except as specifically provided in the transaction documents Related Documents with respect to the contrarytemporary commingling of Collections and with respect to, if applicable, any such Person’s retention, in their capacity as agent or Custodian for the Purchaser, of the books and records pertaining to the Purchaser Assets. However, any such agent or Custodian will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser, the Seller shall Seller, GE Capital or GECS. The Purchaser does not have and will not maintain joint bank accounts or other depository accounts to which the Seller, GE Capital or GECS or any authority other Subsidiary or Affiliate of the Seller, GE Capital or GECS (other than in their capacity as agent for the Purchaser, if applicable) has independent access;
(g) The Purchaser will strictly observe corporate formalities, and the Seller, GE Capital and GECS will strictly observe corporate formalities with respect to effect a Filing its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller, GE Capital and GECS, on the one hand, and the Purchaser, on the other, will be made without obtaining written authorization from adherence to corporate formalities;
(h) The transactions among the Purchaser and the Seller, GE Capital or GECS, including the terms governing any servicer advances and the amount and payment of the servicing fee, are on terms and conditions that are consistent with those of arm’s-length relationships. None of the Seller, GE Capital or GECS is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in: the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof. The Purchaser will not guaranty the debts of the Seller, GE Capital or GECS;
(i) All distributions made by the Purchaser to Seller as its designeesole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller, GE Capital or GECS permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person; and
(k) The Purchaser is not named, or has entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller, GE Capital or GECS. Exhibit ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction 1 ARTICLE II SALES OF PURCHASER ASSETS 1
Section 2.1 Sale of Loans 1
Section 2.2 Grant of Security Interest; Subordination 2
Section 2.3 Sale Price 4 Section 2.4 Removal of Loans 4 ARTICLE III CONDITIONS PRECEDENT 4 Section 3.1 Conditions to Sale 4 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS 5
Section 4.1 Representations and Warranties of the Seller 5
Section 4.2 Affirmative Covenants of the Seller 7 Section 4.3 Negative Covenants of the Seller 8 Section 4.4 Perfection Representations and Warranties 9 ARTICLE V INDEMNIFICATION 9 Section 5.1 Indemnification 9 ARTICLE VI CLEAN-UP CALL 10 Section 6.1 Clean-up Call 10 ARTICLE VII MISCELLANEOUS 10 Section 7.1 Notices 10 Section 7.2 No Waiver; Remedies 11 Section 7.3 Successors and Assigns 12 Section 7.4 Termination; Survival of Obligations 12 Section 7.5 Complete Agreement; Modification of Agreement 12
Appears in 1 contract
Samples: Loan Purchase and Sale Agreement (Cef Equipment Holding LLC)
Seller to Maintain Perfection and Priority. The Seller covenants that, in In order to evidence the interests of the Seller Purchaser Agent and the Purchaser Purchasers under this Agreement, the Seller shall shall, from time to time take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the PurchaserPurchaser Agent) to maintain and perfect, as a first first-priority interest, the Purchaser's Purchaser Agent’s (on behalf of itself and the other Specified Parties) security interest in the Mortgage LoansTransferred Receivables and all other assets assigned to the Purchaser Agent (on behalf of itself and the other Specified Parties) pursuant to the Related Documents. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on Agent upon request for the Opinion of Counsel hereinafter provided for) the Seller to file, Purchaser Agent’s authorization and approval all financing statements, amendments, continuations, continuations or initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releasesstatement in the, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's Purchaser Agent’s (on behalf of itself and the other Specified Parties) security interest in the Mortgage Loans Transferred Receivables and all other assets assigned to the Purchaser Agent (on behalf of itself and the other Specified Parties) pursuant to the Related Documents as a first-priority interest (each a "Filing")interest. The Seller shall present each such Filing to hereby authorizes the Purchaser or its designee together with (x) an Opinion of Counsel Agent to the effect that file such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type financing statements under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents Related Documents to the contrary, neither the Seller Seller, the Servicer, any Transferor nor any Originator, shall not have any authority to effect file a Filing termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes property described in any such financing statements, without obtaining the prior written authorization from consent of the Purchaser or its designee. Exhibit 1Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Univision Communications Inc)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 11 APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION ------------------------------------------------------------------------------------------------------------ Category under Name of Anti-Predatory Lending Applicable Anti- State/Jurisdiction Law/Effective Date Predatory Lending Law ------------------------------------------------------------------------------------------------------------ Arkansas Arkansas Home Loan Protection Act, High Cost Home Loan Ark. Code Xxx. xx.xx. 00-00-000 et seq.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Opt1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser Buyer under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are requested by the PurchaserBuyer) to maintain and perfect, as a first priority interest, Buyer's ownership of the Purchaser's security interest in Transferred Assets and the Mortgage LoansNote Trust Certificate. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee Buyer for Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided forfor in this paragraph) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer's ownership of the Purchaser's security interest in Transferred Assets and the Mortgage Loans Note Trust Certificate as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iiiii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code UCC in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)jurisdiction, and (y) a form of authorization for the PurchaserBuyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser Buyer shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents this Agreement to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from Buyer in accordance with this paragraph. Receivables Purchase and Contribution Agreement Sch. 6.1(a)(vii)-2 EXHIBIT A FORM OF ASSIGNMENT (As required by Section 2.6(c) of the Purchaser or its designee. Exhibit 1Agreement) ASSIGNMENT No._________ OF RECEIVABLES IN ADDITIONAL ACCOUNTS (this "Assignment") dated as of________, by and between CDF FUNDING, INC., a Delaware corporation, as Seller ("Seller") and GE DEALER FLOORPLAN MASTER NOTE TRUST ("Buyer"), pursuant to the Agreement referred to below.
Appears in 1 contract
Samples: Receivables Purchase and Contribution Agreement (CDF Funding, Inc.)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and Purchaser and/or the Purchaser Owner Trustee under this the Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) Purchaser to maintain and perfect, as a first priority interest, the Purchaser's security interest of the Purchaser and/or the Owner Trustee in the Mortgage LoansContracts and Related Rights. The Seller shall, from time to time and within the time limits established by lawLaw, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest of the Purchaser and/or the Owner Trustee in the Mortgage Loans Contracts and Related Rights as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (xTable of Contents SCHEDULE III Consumer lenders Small dollar lenders Payday lenders Marketplace lenders Internet lenders Peer-to-peer lenders [***] [***] Table of Contents SCHEDULE IV DEUTSCHE BANK NATIONAL TRUST COMPANY August 2, 2016 Oportun, Inc. 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Re: ECL Funding LLC Ladies and Gentlemen: We understand that in Section 2.1(d) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this certain Purchase and Sale Agreement, dated as of August 2, 2016 (ii) satisfies all requirements and conditions to such Filing in this Agreement and the “Purchase Agreement”), between ECL Funding LLC, as Purchaser (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests“Purchaser”), and Oportun, Inc., as Seller (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization“Seller”), the Purchaser shall promptly authorize in writing instructed the Seller toto transfer to the Owner Trustee legal title to all Contracts and Related Rights (as such terms are defined in the Purchase Agreement) that are transferred by the Seller under the Purchase Agreement. Solely in our capacity as Owner Trustee, and not in our individual capacity, the Seller shall, effect such Filing under Owner Trustee hereby confirms that pursuant to the UCC without the signature terms of the Seller or Amended and Restated Trust Agreement dated August 2, 2016 (the Purchaser where allowed by applicable law. Notwithstanding anything else “Trust Agreement”) among the Purchaser, as depositor, the Owner Trustee, Deutsche Bank National Trust Company, as certificate registrar and trust paying agent, and Deutsche Bank Trust Company Delaware, as Delaware trustee, the legal title to each Purchased Asset shall be vested in the transaction documents Owner Trustee not in its individual capacity but solely in its capacity as owner trustee for the Participation Trust. This letter does not constitute a representation by the Owner Trustee as to the contraryvalidity or enforceability of the Purchase Agreement, the Seller shall not have Trust Agreement or any authority Purchased Assets or as to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1any other matters related thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oportun Financial Corp)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit Xxxxxxx 0 XXXXXXXX X - Xxxxxxxx & Xxxx'x Xxxx-Xxxxxxxxx Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION -------------------------------------------------------------------------------- Category under Applicable Anti- Name of Anti-Predatory Lending Predatory State/Jurisdiction Law/Effective Date Lending Law -------------------------------------------------------------------------------- Arkansas Arkansas Home Loan Protection Act, High Cost Home Ark. Code Xxx. Sections 23-53-101 Loan et seq. Effective July 16, 2003 -------------------------------------------------------------------------------- Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Covered Loan Code Sections 757.01 et seq. Effective June 2, 2003 -------------------------------------------------------------------------------- Colorado Consumer Equity Protection, Colo. Covered Loan Stat. Xxx. Sections 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002 -------------------------------------------------------------------------------- Connecticut Connecticut Abusive Home Loan High Cost Home Lending Practices Act, Conn. Gen. Loan Stat.Sections 36a-746 et seq. Effective October 1, 2001 -------------------------------------------------------------------------------- District of Columbia Home Loan Protection Act, D.C. Code Covered Loan Sections 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 -------------------------------------------------------------------------------- Florida Fair Lending Act, Fla. Stat. Xxx. High Cost Home Sections 494.0078 et seq. Loan Effective October 2, 2002 -------------------------------------------------------------------------------- STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION -------------------------------------------------------------------------------- Category under Applicable Anti- Name of Anti-Predatory Lending Predatory State/Jurisdiction Law/Effective Date Lending Law -------------------------------------------------------------------------------- Georgia (Oct. 1, 2002 - Georgia Fair Lending Act, Ga. Code High Cost Home Mar. 6, 2003) Xxx. Sections 7-6A-1 et seq. Loan Effective October 1, 2002 - March 6, 2003 -------------------------------------------------------------------------------- Georgia as amended Georgia Fair Lending Act, Ga. Code High Cost Home (Mar. 7, 2003 - Xxx. Sections 7-6A-1 et seq. Loan current) Effective for loans closed on or after March 7, 2003 -------------------------------------------------------------------------------- HOEPA Section 32 Home Ownership and Equity High Cost Loan Protection Act of 1994, 15 U.S.C. Section 1639, 12 C.F.R. Sections 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 -------------------------------------------------------------------------------- Illinois High Risk Home Loan Act, Ill. Comp. High Risk Home Stat. tit. 815, Sections 137/5 et Loan seq. Effective for loans originated on or after January 1, 2005. -------------------------------------------------------------------------------- Kansas Consumer Credit Code, Kan. Stat. High Loan to Xxx. Sections 16a-1-101 et seq. Value Consumer Loan (id. Sections 16a-1-301 and 16a-3-207 Section became effective April 14, 1999; 16a-3-207) and; Section 16a-3-308a became effective July 1, 1999 High APR Consumer Loan (id. Section 16a-3-308a) -------------------------------------------------------------------------------- Kentucky 2003 KY H.B. 287 - High Cost Home High Cost Home Loan Act, Ky. Rev. Stat. Sections Loan 360.100 et seq. Effective June 24, 2003 -------------------------------------------------------------------------------- STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION -------------------------------------------------------------------------------- Category under Applicable Anti- Name of Anti-Predatory Lending Predatory State/Jurisdiction Law/Effective Date Lending Law -------------------------------------------------------------------------------- Maine Truth in Lending, Me. Rev. Stat. High Rate High tit. 9-A, Sections 8-101 et seq. Fee Mortgage Effective September 29, 1995 and as amended from time to time -------------------------------------------------------------------------------- Massachusetts Part 40 and Part 32, 209 C.M.R. High Cost Home Sections 32.00 et seq. and 209 Loan C.M.R. Sections 40.01 et seq. Effective March 22, 2001 and amended from time to time -------------------------------------------------------------------------------- Massachusetts Predatory Home Loan High Cost Home Practices Act Mass. Gen. Laws ch. Mortgage Loan 183C, Sections 1 et seq.
Appears in 1 contract
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser Buyer under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are requested by the PurchaserBuyer) to maintain and perfect, as a first priority interest, Buyer's ownership of the Purchaser's security interest in Transferred Assets and the Mortgage LoansNote Trust Certificate. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee Buyer for Buyer to authorize (based in reliance on the Opinion of Counsel hereinafter provided forfor in this paragraph) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect Buyer's ownership of the Purchaser's security interest in Transferred Assets and the Mortgage Loans Note Trust Certificate as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee Buyer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iiiii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code UCC in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)jurisdiction, and (y) a form of authorization for the PurchaserBuyer's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser Buyer shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable lawUCC. Notwithstanding anything else in the transaction documents this Agreement to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1Buyer in accordance with this paragraph.
Appears in 1 contract
Samples: Receivables Purchase and Contribution Agreement (CDF Funding, Inc.)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 17 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit With respect to each Mortgage Loan, the Mortgage File shall include each of the following items:
(1) Mortgage Loan Documents.
(2) Residential loan application.
(3) Mortgage Loan closing statement.
(4) Verification of employment and income.
(5) Verification of acceptable evidence of source and amount of down payment.
(6) Credit report on Mortgagor.
(7) Residential appraisal report.
(8) Photograph of the Mortgaged Property.
(9) Survey of the Mortgaged Property.
(10) Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the title policy, i.e., map or plat, restrictions, easements, sewer agreements, home association declarations, etc.
(11) All required disclosure statements and statement of Mortgagor confirming receipt thereof.
(12) If available, termite report, structural engineer’s report, water potability and septic certification.
(13) Sales Contract, if applicable.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (SG Mortgage Securities Trust 2006-Fre1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the Mortgage Loan Purchase Agreement contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Mortgage Loan Purchase Agreement Exhibit 1 APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- --------------------------- Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan Xxx. Sections 00-00-000 et seq. Effective July 16, 0000 Xxxxxxxxx Xxxxxxx, XX Ordinance No. 72-2003 (PSH), Mun. Code Covered Loan Sections 757.01 et seq. Effective June 2, 2003 Colorado Consumer Equity Protection, Colo. Stat. Xxx. Covered Loan Sections 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 0000 Xxxxxxxxxxx Xxxxxxxxxxx Abusive Home Loan Lending High Cost Home Loan Practices Act, Conn. Gen. Stat. Sections 36a-746 et seq. Effective October 1, 0000 Xxxxxxxx xx Xxxxxxxx Home Loan Protection Act, D.C. Code Sections Covered Loan 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 Florida Fair Lending Act, Fla. Stat. Xxx. Sections High Cost Home Loan 494.0078 et seq. Effective October 2, 2002 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- --------------------------- Georgia (Oct. 1, 0000 Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx. High Cost Home Loan - Mar. 6, 2003) Sections 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 Georgia as amended Georgia Fair Lending Act, Ga. Code Xxx. High Cost Home Loan (Mar. 7, 2003 - Sections 7-6A-1 et seq. current) Effective for loans closed on or after Xxxxx 0, 0000 XXXXX Section 32 Home Ownership and Equity Protection Act of High Cost Loan 1994, 15 U.S.C. Section 1639, 12 C.F.R. Sections 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan 815, Sections 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) Indiana Indiana Home Loan Practices Act, Ind. Code High Cost Home Loan Xxx. Sections 24-9-1-1 et seq. Effective for loans originated on or after January 1, 2005. Kansas Consumer Credit Code, Kan. Stat. Xxx. Sections High Loan to Value Consumer 16a-1-101 et seq. Loan (id. Section 16a-3-207) and; Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a High APR Consumer Loan (id. became effective July 1, 1999 Section 16a-3-308a) Kentucky 2003 KY H.B. 287 - High Cost Home Loan Act, High Cost Home Loan Ky. Rev. Stat. Sections 360.100 et seq. Effective June 24, 2003 STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- --------------------------- Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, High Rate High Fee Mortgage Sections 8-101 et seq. Effective September 29, 1995 and as amended from time to time Massachusetts Part 40 and Part 32, 209 C.M.R. Sections 32.00 High Cost Home Loan et seq. and 209 C.M.R. Sections 40.01 et seq. Effective March 22, 2001 and amended from time to time Massachusetts Predatory Home Loan Practices High Cost Home Mortgage Act Mass. Gen. Laws ch. 183C, Sections 1 et Loan seq. Effective November 7, 2004 Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. Home Loan Sections 598D.010 et seq. Effective October 1, 2003 New Jersey New Jersey Home Ownership Security Act of High Cost Home Loan 2002, N.J. Rev. Stat. Sections 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 New Mexico Home Loan Protection Act, N.M. Rev. Stat. High Cost Home Loan Sections 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 New York N.Y. Banking Law Article 6-l High Cost Home Loan Effective for applications made on or after April 1, 2003 North Carolina Restrictions and Limitations on High Cost Home High Cost Home Loan Loans, N.C. Gen. Stat. Sections 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------- ---------------------------------------------- ---------------------------
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Fre1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the Servicing Fees are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or GE Capital. Exhibit 1Except as set forth below, the Purchaser does and will maintain its own books of account and corporate or limited liability company records separate from the Seller and GE Capital or any other Subsidiary or Affiliate of the Seller and GE Capital. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer of the [Loans] [Receivables and the related Equipment], of the books and records pertaining to the Purchaser Assets. However, GE Capital will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than in GE Capital’s capacity as Servicer) has independent access;
(g) The Purchaser will strictly observe corporate or limited liability company formalities, and the Seller and GE Capital will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GE Capital, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate or limited liability company formalities;
(h) The transactions among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment of the Servicing Fees, are on terms and conditions that are consistent with those of arm’s-length relationships. None of the Seller or GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not guaranty the debts of the Seller or GE Capital;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller or GE Capital permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller or GE Capital; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller and GE Capital. [•] [•], 20[•]
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Cef Equipment Holding LLC)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this the Purchase and Sale Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage LoansPurchaser Assets. The Seller shall, from time to time and shall within the time limits established by law, prepare and present to the Purchaser or its designee for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller Servicer to file, file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans Purchaser Assets as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 the Granting Clause of this the Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Purchase and Sale Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, Seller’s signature authorizing the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, Servicer to effect such Filing under the UCC Uniform Commercial Code without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else Sch. I-1 Receivables Purchase and Sale Agreement The Purchaser, GE Capital and the Seller have and will continue (in the transaction documents each case, to the contraryextent within its control) to maintain the Purchaser’s separate existence and identity and have and will continue to take all steps necessary to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:
(a) The Purchaser does and will maintain its own stationery and other business forms separate from those of any other Person (including the Seller and GE Capital), and will conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents;
(b) The Purchaser maintains and will maintain separate office space of its own as part of its operations, although such space is in a building shared with GE Capital. The corporate or limited liability company records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller;
(c) GE Capital will issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller shall to the Purchaser as assets of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party any transfers contemplated by the Related Documents;
(d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business relating to the Purchaser Assets may be conducted through agents. However, any authority to effect a Filing without obtaining written authorization from allocations of direct, indirect or overhead expenses for items shared between the Purchaser or GE Capital that are not included as part of the [Issuer] Servicing Fee are and will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(e) Except as provided in paragraph (d) above regarding the allocation of certain shared overhead items, the Purchaser does and will pay its designeeown operating expenses and liabilities from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in connection with the transactions entered into pursuant to the Related Documents, including those related to the Purchaser’s organization;
(f) Each of the Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or GE Capital. Exhibit 1Except as set forth below, the Purchaser does and will maintain its own books of Exh. 4.2(f)-1 Receivables Purchase and Sale Agreement account and corporate or limited liability company records separate from the Seller and GE Capital or any other Subsidiary or Affiliate of the Seller and GE Capital. Monetary transactions, including those with each other, are and will continue to be properly reflected in their respective financial records. The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer of the [Loans] [Receivables and the related Equipment], of the books and records pertaining to the Purchaser Assets. However, GE Capital will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than in GE Capital’s capacity as Servicer) has independent access;
(g) The Purchaser will strictly observe corporate or limited liability company formalities, and the Seller and GE Capital will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GE Capital, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate or limited liability company formalities;
(h) The transactions among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. None of the Seller or GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not guaranty the debts of the Seller or GE Capital;
(i) All distributions made by the Purchaser to the Seller as its sole member shall be in accordance with applicable law;
(j) Any other transactions between the Purchaser and the Seller or GE Capital permitted by (although not expressly provided for in) the Related Documents have been and will be fair and equitable to each of the parties, have been and will be the type of transaction that would be entered into by a prudent Person or entity, and have been and will be on terms that are at least as favorable as may be obtained from a third party Person;
(k) The Purchaser is not named and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the assets of the Seller or GE Capital; and
(l) On balance, the Purchaser has been and will be held out to the public as a separate entity apart from each of the Seller and GE Capital. Exh. 4.2(f)-2 Receivables Purchase and Sale Agreement ANNEX A to RECEIVABLES PURCHASE AND SALE AGREEMENT dated as of [●] [●], 201[●]
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Cef Equipment Holding LLC)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit APPENDIX E - Standard & Poor’s Anti-Predatory Lending Categorization Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Loan Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 High Cost Home Loan Georgia as amended (Mar. 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective for loans originated on or after January 1, 2005. High Cost Home Loan Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id.§ 16a-3-207) and; High APR Consumer Loan (id.§ 16a-3-308a) Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time High Cost Home Loan Massachusetts Predatory Home Loan Practices Act Mass. Gen. Laws ch. 183C, §§ 1 et seq. Effective November 7, 2004 High Cost Home Mortgage Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003 High Cost Home Loan North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) High Cost Home Loan
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Rfc1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's ’s security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's ’s security interest in the Mortgage Loans as a first-priority interest (each a "“Filing"”). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's ’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit FILE FORMAT FOR LEVELS® VERSION 6.0 Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003 High Cost Home Loan Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003 Covered Loan Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002 Covered Loan Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001 High Cost Home Loan District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003 Covered Loan Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002 High Cost Home Loan Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003 High Cost Home Loan Georgia as amended (Mar. 7, 2003 - current) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or after March 7, 2003 High Cost Home Loan HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002 High Cost Loan Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001) High Risk Home Loan Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005 High Cost Home Loans Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999 High Loan to Value Consumer Loan (id.§ 16a-3-207) and; High APR Consumer Loan (id.§ 16a-3-308a) Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003 High Cost Home Loan Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time High Rate High Fee Mortgage Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time High Cost Home Loan Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003 Home Loan New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003 High Cost Home Loan New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004 High Cost Home Loan New York N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003 High Cost Home Loan North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit) High Cost Home Loan
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2007-He1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the Mortgage Loan Purchase Agreement contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Mortgage Loan Purchase Agreement Schedule II [to be inserted] Mortgage Loan Purchase Agreement Exhibit 11 APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION ---------------------------------------------------------------------------------------------------------------------------------- Category under Applicable Anti- State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Predatory Lending Law ---------------------------------------------------------------------------------------------------------------------------------- Arkansas Arkansas Home Loan Protection Act, Ark. Code Ann. ss.ss. High Cost Xxme Xxxx 23-53-101 et seq.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Fre2)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit EXHIBIT E --------- REQUEST FOR RELEASE (for Trustee/Custodian) LOAN INFORMATION Name of Mortgagor: _________________________________ Master Servicer Loan No.: _________________________________ TRUSTEE/CUSTODIAN Name: __________________________________ Address: __________________________________ __________________________________ Trustee/Custodian Mortgage File No.: __________________________________ TRUSTEE Name: __________________________________ Address: __________________________________ __________________________________ DEPOSITOR Name: CITIGROUP MORTGAGE LOAN TRUST INC. Address: __________________________________ __________________________________ Certificates: Asset Backed Mortgage Pass-Through Certificates, Series 2004-NC1 The undersigned Servicer hereby acknowledges that it has received from _______________________, as Trustee for the Holders of Asset Backed Pass-Through Certificates, Series 2004-NC1 the documents referred to below (the "Documents"). All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of May 1, 2004, among the Trustee, the Depositor and the Servicer (the "Pooling and Servicing Agreement").
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2004-Nc1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit EXHIBIT E --------- REQUEST FOR RELEASE (for Trustee/Custodian) Loan Information ---------------- Name of Mortgagor: __________________________________ Master Servicer Loan No.: __________________________________ Trustee/Custodian ----------------- Name: __________________________________ Address: __________________________________ __________________________________ Trustee/Custodian Mortgage File No.: __________________________________ Trustee ------- Name: __________________________________ Address: __________________________________ __________________________________ Depositor --------- Name: CITIGROUP MORTGAGE LOAN TRUST INC. Address: __________________________________ __________________________________ Certificates: Asset Backed Mortgage Pass-Through Certificates, Series 2005-NC1 The undersigned Servicer hereby acknowledges that it has received from _______________________, as Trustee for the Holders of Asset Backed Pass-Through Certificates, Series 2005-NC1 the documents referred to below (the "Documents"). All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of February 1, 2005, among the Trustee, the Depositor and the Servicer (the "Pooling and Servicing Agreement").
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc1)
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser under this Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest, the Purchaser's security interest in the Mortgage Loans. The Seller shall, from time to time and within the time limits established by law, prepare and present to the Purchaser or its designee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Purchaser's security interest in the Mortgage Loans as a first-priority interest (each a "Filing"). The Seller shall present each such Filing to the Purchaser or its designee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with the grant of the security interest to the Purchaser pursuant to Section 19 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Purchaser's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Purchaser shall promptly authorize in writing the Seller to, and the Seller shall, effect such Filing under the UCC without the signature of the Seller or the Purchaser where Mortgage Loan Purchase Agreement allowed by applicable law. Notwithstanding anything else in the transaction documents to the contrary, the Seller shall not have any authority to effect a Filing without obtaining written authorization from the Purchaser or its designee. Exhibit 1Mortgage Loan Purchase Agreement APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization REVISED February 07, 2005 Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry. STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION --------------------------------------------------------------------------------------------------------------- Name of Anti-Predatory Lending Category under Applicable State/Jurisdiction Law/Effective Date Anti-Predatory Lending Law --------------------------------------------------------------------------------------------------------------- Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan Xxx. xx.xx. 00-00-000 et seq.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc3)
