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Common use of Subsequent Transfers Clause in Contracts

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, on each Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion of the balance of funds in the Pre-Funding Account, the Transferor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest in and to each Subsequent Loan listed on the related Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trustee. If the assignment and transfer of the Subsequent Loans and the other property specified in this Section 2.07 (a) from the Transferor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor in and to the related Subsequent Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Transferor shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 2 contracts

Samples: Grantor Trust Agreement (Master Financial Asset Securitization Trust 1998-2), Grantor Trust Agreement (Master Financial Asset Securitization Trust 1998-2)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the related Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the a Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of the Subsequent Loans as Balance of the related Cut-Off Date Subsequent Mortgage Loans so transferredtransferred to the Trust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the a Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of the Subsequent Loans as Balance of the related Cut-Off Date Subsequent Mortgage Loans so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of any of the ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as of delinquent; (vii) each Subsequent Mortgage Loan conveyed on the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have Transfer Date that is an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date Mortgage Loans in accordance with a Loan Group held in the provisions of Trust Fund listed below will not vary by more than the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee permitted variance listed below from the Pre-Funding Account average or from weighted average of such characteristic as presented in the Capitalized Interest AccountProspectus Supplement; provided that for the purpose of making the calculations, the Indenture Trustee shall not characteristics for each Mortgage Loan made will be liable therefor and taken as of related Cut-off Date for the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Securitization Tr 2002-A6), Pooling and Servicing Agreement (Indymac MBS Inc Res as Sec Tr 2002-A3 Mo Pa Th Ce Se 2002-C)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccounts (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 1. The amount released to the Transferor from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredtransferred to Loan Group 2. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(b) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as of delinquent; (vii) each Subsequent Mortgage Loan conveyed on the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have Transfer Date that is an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the related Payment Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making the calculations, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics for each Mortgage Loan made will be taken as of the Capitalized Interest Requirement and Prerelated Cut-Funding Account Earnings off Date for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan: Variation

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Indymac Abs Inc), Pooling and Servicing Agreement (Indymac Abs Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (d) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.08 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.08 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute withdraw from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.08(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided Opinions of Counsel addressed to the Indenture Trustee, Grantor Trustee Rating Agencies and the Underwriters with respect to the sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as sale of the related Cut-Off Date and Initial Mortgage Loans on the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of any ratings assigned to the Offered Certificates by the Ratings Agencies (subject, with respect to any Class of Certificates to which S&P has assigned a rating, prior confirmation by S&P of no such reduction or withdrawal); (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.08(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as delinquent; (vii) the aggregate of the applicable PO Percentage multiplied by the Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding off Date Principal Balance of at least $2,500 each Subsequent Mortgage Loan shall not exceed the PO Sublimit Amount; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the characteristics of the Mortgage Loans held in the Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; off Date for the Mortgage Loan: Variance Weighted Average Coupon:.............................. (IV+/-0.075%) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate Weighted Average Maturity:............................ (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V+/-2 months) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Combined Loan-to-Value Ratio Ratio:........ (+0.70%) Weighted Average FICO Score:.......................... (-5 points) Balloon Loans:........................................ (+0.01%) Average Principal Balance:............................ (+10.00%) State Concentration:.................................. (+1.01%) Zip Code Concentration:............................... (2.00%) Non-Owner Occupied:................................... (2.00%) Second Liens:......................................... N/A Manufactured Housing:................................. N/A Loans with Loan-to-Value ratio greater than 80%:...... (+2.00%) Multifamily Loans:.................................... (+2.00%) Purchased Loans:...................................... (-3.00%) Investor Properties:.................................. (+2.00%) Second Home Properties:............................... (+2.00%) (ix) neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery to the Trustee and the Underwriters of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (VIIIi) such Subsequent Loan must be underwritten, re-underwritten result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXsections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and respectively or (Xii) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have cause any REMIC to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial PoolREMIC at any time that any Certificates are outstanding; (viiixi) in connection with delivery to the transfer and assignment Trustee of the Mortgage File for each Subsequent LoansMortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofrequired Officer's Certificate; and (ixxii) each proposed no Subsequent Mortgage Loan must be listed conveyed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the DepositorSubsequent Transfer Date shall have a Stated Principal Balance greater then $2,250,000. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee.. Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent accountant retained by the Depositor confirming that the characteristics of the Mortgage Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in Section 2.08(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non- conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans so that the characteristics of the Mortgage Loans conform to the characteristics identified in Section 2.08(d). ARTICLE THREE

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A2)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's ’s delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Sale Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Sale Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeTrust, all of its right, title and interest of the Seller, in and to each Subsequent Mortgage Loan listed on transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; (v) all cash instruments and other property held or required to be deposited in the Capitalized Interest Account [and the Pre-Funding Account]; and (vi) all proceeds of any of the foregoing. The transfer by the Transferor Seller to the Grantor Trustee Trust of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule shall be absolute and shall be intended by the Seller and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.4 from the Transferor Seller to the Grantor Trustee Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee Trust as of each such Subsequent Transfer Sale Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.4 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) % of the aggregate Scheduled Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. On or before each Subsequent Sale Date, the Seller shall deliver to, and deposit with the Indenture Trustee the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Sale Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above of this Section 2.4 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Sale Date: (i) the Transferor The Seller shall have provided the Servicer, the Indenture Trustee, Grantor Trustee the Depositor, the Trust Administrator, the Master Servicer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Sale Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Scheduled Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer or the Servicer prior to the applicable Subsequent Sale Date that the purchase inclusion of such Subsequent Mortgage Loans will not result in a the downgrade, withdrawal or qualification of the ratings then in effect for assigned to the Outstanding Notes; (ii) the Transferor The Seller shall have deposited delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Master Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Subsequent Cut-Off Date and interest payments collected after the related Cut-Off Date in respect off Date; (iv) As of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Sale Date, the Transferor Seller was not insolvent, would the Seller will not be made insolvent by such transfer and was the Seller is not aware of any pending insolvency; (ivv) the Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have endedterminated; (vvii) the Transferor The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale of the Subsequent Mortgage Loans from the Seller to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount on deposit in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Sale Date, the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor Trust Administrator shall have delivered received an Officer's Certificate to the Indenture Trustee and the Grantor Trustee accountant’s letter confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in the aggregateExhibit J hereto. (c) Each party hereto shall comply with its respective obligations set forth in Sections 3.1, except for Section 3.04(2) thereof) 3.3 and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 3.5 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Sale Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and Transferorreferences to the Cut-Off Date or the Closing Date, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of deemed to refer to the applicable Cut-Off Date; (II) the lien securing any such related Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable or Subsequent Sale Date, respectively, except that references to those of 360 days after the Initial Closing Date shall remain unchanged as shall representations made with specific reference to the Mortgage Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed delivered on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the DepositorClosing Date. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (FBR Securitization, Inc.)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. (b) The Indenture Trustee, Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall not have provided written confirmation informed the Seller or the Trustee prior to the applicable Subsequent Transfer that the purchase inclusion of such Subsequent Mortgage Loans will not would result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates without regard to the Certificate Insurance Policy; (ii) the Transferor The Seller shall have deposited delivered to the Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have delivered to the Servicer for deposit in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued on or after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date DepositDate; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (ivv) Such addition will not result in a material adverse tax consequence to any REMIC or the Pre-Holders of the Certificates; (vi) The Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Dateterminated; (vii) The Seller shall have provided the Grantor Trustee shall not purchase a Subsequent Loan unless (A) Trustee, the Certificate Insurer and the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as with an Opinion of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar Counsel relating to the Initial Loanssale (i.e., (IX) the representation and warranty contained in Section 3.04(2"True Sale Opinion") of the Sale Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and Servicing Agreement, concerning to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included any REMIC as a REMIC which matters may be covered in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of opinions delivered on the Initial Loans included in the initial PoolClosing Date; (viii) in connection with Each Loan Group satisfies the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements parameters set forth in Section 2.05 hereofExhibit Q hereto; and (ix) each proposed On the last Subsequent Loan must be listed on Transfer Date, the Home Loan Schedule hereto as Trustee shall have received an accountant's letter confirming that the same may be amended from time to time with the approval characteristics of the DepositorMortgage Loans (including the Subsequent Mortgage Loans) in Loan Group F or Loan Group A, as applicable, satisfy the conditions set forth in Exhibit Q hereto. (c) In connection The Seller, the Custodian and the Trustee shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for . References in such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts Sections to the Indenture TrusteeInitial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Fund Hm Equ Ln 2000-2 Hm Equ Ln Ass BKD CRT Ser 2000-2)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II Section 2.01 and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each Subsequent Transfer Closing Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the Subsequent Mortgage Loan Schedule delivered by the Seller on the Closing Date, including (i) the related Cut-Off Date Principal Balance; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than payments in respect of accrued interest due on or before March 15, 1997); (iii) property which secured such Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredDate. (b) The Indenture Trustee, on behalf of Seller shall transfer and deliver to the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Closing Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies and the Certificate Insurer with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related Subsequent Transfer Closing Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesMortgage Loans; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected and interest collected to the extent accrued on or after the related Cut-Off Date and interest (other than payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositaccrued interest due on or before March 15, 1997); (iiiiv) As of the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Closing Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Transferor shall have delivered to Holders of the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor The Seller shall have delivered provided the Rating Agencies and the Certificate Insurer with an Officer's Certificate Opinion of Counsel relating to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties sale (i.e., "True Sale Opinion") of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than Subsequent Mortgage Loans to the extent representations and warranties relate to statistical information as to Trustee, the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as enforceability of the Subsequent Transfer DateAgreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC; (vii) Following the Grantor Trustee shall not purchase a of such Subsequent Mortgage Loan unless by the Trust on the Closing Date, the Loan Group 1 Mortgage Loans (Aincluding such Subsequent Mortgage Loan) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable related Cut-Off Date: (a) will have a weighted average Loan Rate of at least 11.40%; (IIb) the lien securing any such Subsequent Loan must will have a weighted average remaining term to stated maturity of not be lower less than third priority229 months; (IIIc) such Subsequent will have a weighted average Combined Loan- to-Value Ratio of not more than 71.00% and Mortgage Loans with a Combined Loan-to-Value Ratio greater than 80% shall not comprise of more than 15%; (d) will not have more than 44% by aggregate Principal Balance Balloon Loans; (e) will have no Mortgage Loan must with a principal balance in excess of $380,000; (f) will have an outstanding a state concentration not in excess of 52% for any one state; (g) will have not more than 2.0% by aggregate Principal Balance Mortgage Loans concentrated in any single zip code; (h) will have not more than 15.2% by aggregate Principal Balance Mortgage Loans relating to non- owner occupied properties; (i) will not include Mortgage Loans in excess of 10.00% by aggregate Principal Balance secured by Mortgaged Properties in second lien positions; (j) will not have more than 1.20% by aggregate Principal Balance Mortgage Loans secured by Mortgaged Properties which are high rise condominiums; (k) will not have more than 4.25% by aggregate Principal Balance of Mortgage Loans secured by Mortgaged Properties which are multi-use homes; (l) will not have more than 4.25% by aggregate Principal Balance Mortgage Loans secured by Mortgaged Properties which are multi family homes; (m) will not have more than 21% and 6% by aggregate Principal Balance Mortgage Loans with a loan class of C and D, respectively; (n) will have at least $2,500 43% by aggregate Principal Balance Mortgage Loans with a loan class of A; (o) will not be more than 59 days delinquent; (p) will not have more than 40% by aggregate Principal Balance Mortgage Loans concentrated in the New York counties of Kings, Queens, Nassau and Suffolk; and (q) the Mortgage Loans must be a fully amortizing loan with level payments over 15 or 30 years, or a loan with a 15-year balloon maturity. (viii) Following the purchase of such Subsequent Mortgage Loan by the Trust on the Closing Date, the Loan Group 2 Mortgage Loans (including such Subsequent Mortgage Loan) as of the applicable related Cut-Off Date: (a) will have a weighted average Loan Rate of at least 10.70%; (IVb) will have a weighted average remaining term to stated maturity of not less than 358 months; (c) will have a weighted average Combined Loan- to-Value Ratio of not more than 76% and Mortgage Loans with Combined Loan-to-Value Ratios of more than 80% shall comprise of no more than 21%; (d) will have no Mortgage Loan with a principal balance in excess of $425,000; (f) will have a New York concentration not in excess of 21.5%; (g) will have not more than 1.5% by aggregate Principal Balance Mortgage Loans concentrated in any single zip code; (h) will have not more than 11.00% by aggregate Principal Balance Mortgage Loans relating to non-owner occupied properties; (i) will include no Mortgage Loans secured by Mortgaged Properties in a junior lien positions; (j) will be fully amortizing Mortgage Loans with level payments over a maximum of 30 years; (k) will not have more than 2.7% by aggregate Principal Balance of Mortgage Loans secured by Mortgaged Properties which are high rise condominiums, multi-use or multi family homes; (l) will not have more than 22.10% and 2.80% by aggregate Principal Balance Mortgage Loans with a loan class of C and D, respectively; (m) will have at least 46% by aggregate Principal Balance Mortgage Loans with a loan class of A; (n) will not be more than 59 days delinquent; and (o) will not have more than 14% by aggregate Principal Balance Mortgage Loans concentrated in the New York counties of Kings, Queens, Nassau and Suffolk. (ix) Following the purchase of such Subsequent Mortgage Loan by the Trust on the Closing Date, such Subsequent Mortgage Loans shall be secured by a mortgage on property which, at the time of the origination of such Subsequent Mortgage Loan, has an appraised value of not more than $1,000,000; and the first payment on each such Subsequent Mortgage Loan must be is due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferredthe purchase occurs, unless the Transferor deposits there is deposited into the Collection Account an amount equal to 30 days' interest on any such Subsequent Loan Mortgage Loans at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amountRate, a "Capitalized Interest Subsequent Deposit"), in which event then the first payment on such Subsequent Mortgage Loan must be is due no later than the last day of the second Due Period following the Due Period in which the transfer purchase occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over . On the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Closing Date, the Indenture Trustee shall determine (i) parties to this Agreement shall, if reasonably requested by the amount Certificate Insurer, if the Subsequent Mortgage Loans, in the aggregate, do not comply in all material respects with the conditions specified in Section 2.13, amend the definition of "Specified O/C Amount" for the purpose of increasing the Specified O/C Amount or amend this Agreement to provide for the establishment and correct dispositions funding of the Capitalized Interest Requirement and Pre-Funding Account Earnings for a reserve account; provided, however, that any such Payment Date in accordance amendment must comply with the provisions of the Sale and Servicing Agreement and (ii) Section 11.01, including, without limitation, any other necessary matters in connection with the administration requirement for Certificateholder consent set forth therein. Notice of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account such change or from the Capitalized Interest Account, the Indenture Trustee amendment shall not be liable therefor and the Transferor shall immediately repay such amounts given to the Indenture Trusteeeach Rating Agency.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, on each Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion of the balance of funds in the Pre-Funding Account, the Transferor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest in and to each Subsequent Loan listed on the related Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trustee. If the assignment and transfer of the Subsequent Loans and the other property specified in this Section 2.07 (a) from the Transferor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor in and to the related Subsequent Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Transferor shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, June 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.9910.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, and (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Grantor Trust Agreement (Empire Funding Home Loan Owner Trust 1998-1)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.08 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.08 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.08(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided Opinions of Counsel addressed to the Indenture Trustee, Grantor Trustee Rating Agencies and the underwriters with respect to the sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as sale of the related Cut-Off Date and Initial Mortgage Loans on the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.08(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the characteristics of the Mortgage Loans held in the Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; off Date for the Mortgage Loan: Variance Weighted Average Coupon:........................... (II+/-0.10%) the lien securing any such Subsequent Loan must not be lower than third priority; Weighted Average Maturity:......................... (III+/-2 months) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Combined Loan-to-Value Ratio Ratio:..... (+0.70%) Weighted Average FICO Score:....................... (-5 points) Balloon Loans:..................................... (+0.01%) Maximum Principal Balance:......................... (+10.00%) State Concentration:............................... (+1.01%) Zip Code Concentration:............................ (+2.00%) Non-Owner Occupied:................................ (+2.00%) Second Liens:...................................... N/A Manufactured Housing:.............................. (+2.00%) Loans with Loan-to-Value ratio greater than 80%:... (+2.00%) Multifamily Loans:................................. (+2.00%) Purchased Loans:................................... (-3.00%) Investor Properties:............................... (+2.00%) Second Home Properties:............................ (+2.00%) (ix) neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery to the Trustee and the underwriters of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (VIIIi) such Subsequent Loan must be underwritten, re-underwritten result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and respectively or (Xii) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have cause any REMIC to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxi) delivery to the Trustee of the Mortgage File for each proposed Subsequent Mortgage Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee. (f) Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent account retained by the Depositor confirming that the characteristics of the Mortgage Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in Section 2.08(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans so that the characteristics of the Mortgage Loans conform to the characteristics identified in Section 2.08(d).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement, and deliver a copy of it to the NIM Insurer. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received by the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Loans as of the related Cut-Off Date so transferredMortgage Loans. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as of delinquent; (vii) each Subsequent Mortgage Loan conveyed on the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have Transfer Date that is an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the related Payment Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making the calculations, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics for each Mortgage Loan made will be taken as of the Capitalized Interest Requirement and Prerelated Cut-Funding Account Earnings off Date for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan: Loan Group 1: Variation

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc)

Subsequent Transfers. (a) Upon [five] Business Days prior written notice to the Trustee, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor, without recourse, all of its the right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date, and the Depositor shall simultaneously sell, transfer, assign, set over and otherwise convey to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to each Subsequent Loans set forth in Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Transfer Agreement shall be absolute Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trusteeprincipal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Seller to the Grantor Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the related Cut-Off Date Subsequent Mortgage Loans so transferredtransferred to Loan Group 2. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.09(a) above hereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and shall designate the Subsequent Loans to be sold (such opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date execution and interest payments collected after the related Cut-Off Date in respect delivery of each such Subsequent Loan and Transfer Agreement or conveyance of the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions set forth in Article II and this Section 2.09(b) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the be satisfied by such Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (iv), the obligation under Section 2.03(c) of this Agreement of the Seller to cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be 30 Mortgage Loan conveyed on such Subsequent Transfer Date was [30] or more days contractually delinquent as of the applicable Cut-Off Date; delinquent; (IIvii) the lien securing any such each Subsequent Mortgage Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment conveyed on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it Transfer Date that is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest an Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each such Subsequent Transfer Date and to the related Loan Group, the characteristics of such Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the related Payment Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making such calculations, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics for each Mortgage Loan made will be taken as of the Capitalized Interest Requirement and Prerelated Cut-Funding Account Earnings off Date for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor, without recourse, all of its the right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date, and the Depositor shall simultaneously sell, transfer, assign, set over and otherwise convey to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to each Subsequent Loans set forth in Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Transfer Agreement shall be absolute Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trusteeprincipal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Seller to the Grantor Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the related Cut-Off Date Subsequent Mortgage Loans so transferredtransferred to Loan Group 2. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.09(a) above hereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and shall designate the Subsequent Loans to be sold (such opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date execution and interest payments collected after the related Cut-Off Date in respect delivery of each such Subsequent Loan and Transfer Agreement or conveyance of the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions set forth in Article II and this Section 2.09(b) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the be satisfied by such Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (iv), the obligation under Section 2.03(c) of this Agreement of the Seller to cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee. (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or more days contractually delinquent as of the applicable Cut-Off Date; delinquent; (IIvii) the lien securing any such each Subsequent Mortgage Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment conveyed on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it Transfer Date that is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest an Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each such Subsequent Transfer Date and to the related Loan Group, the characteristics of such Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the related Payment Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making such calculations, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics for each Mortgage Loan made will be taken as of the Capitalized Interest Requirement and Prerelated Cut-Funding Account Earnings off Date for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.08 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.08 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.08(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided Opinions of Counsel addressed to the Indenture Trustee, Grantor Trustee Rating Agencies and the Underwriters with respect to the sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as sale of the related Cut-Off Date and Initial Mortgage Loans on the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.08(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the characteristics of the Mortgage Loans held in the Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; off Date for the Mortgage Loan: Variance Weighted Average Coupon:.......................... (II+/-0.075%) the lien securing any such Subsequent Loan must not be lower than third priority; Weighted Average Maturity:........................ (III+/-2 months) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Combined Loan-to-Value Ratio Ratio:.... (+0.70%) Weighted Average FICO Score:...................... (-5 points) Balloon Loans:.................................... (+0.01%) Average Principal Balance:........................ (+10.00%) State Concentration:.............................. (+1.01%) Zip Code Concentration:........................... (2.00%) Non-Owner Occupied:............................... (2.00%) Second Liens:..................................... N/A Manufactured Housing:............................. N/A Loans with Loan-to-Value ratio greater than 80%:.. (+2.00%) Multifamily Loans:................................ (+2.00%) Purchased Loans:.................................. (-3.00%) Investor Properties:.............................. (+2.00%) Second Home Properties:........................... (+2.00%) (ix) neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery to the Trustee and the Underwriters of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (VIIIi) such Subsequent Loan must be underwritten, re-underwritten result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and respectively or (Xii) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have cause any REMIC to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial PoolREMIC at any time that any Certificates are outstanding; (viiixi) in connection with delivery to the transfer and assignment Trustee of the Mortgage File for each Subsequent LoansMortgage Loan to be transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofrequired Officer's Certificate; and (ixxii) each proposed no Subsequent Mortgage Loan must be listed conveyed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the DepositorSubsequent Transfer Date shall have a Stated Principal Balance greater then $1,500,000. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee. (f) Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent accountant retained by the Depositor confirming that the characteristics of the Mortgage Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in Section 2.08(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans so that the characteristics of the Mortgage Loans conform to the characteristics identified in Section 2.08(d).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2003-A12)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. (b) The Indenture Trustee, Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee the Securities Administrator and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall not have provided written confirmation informed the Seller or the Trustee prior to the applicable Subsequent Transfer that the purchase inclusion of such Subsequent Mortgage Loans will not would result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued on or after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date DepositDate; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (ivv) Such addition will not result in a material adverse tax consequence to any REMIC or the Pre-Holders of the Certificates; (vi) The Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Dateterminated; (vii) The Seller shall have provided the Grantor Trustee shall not purchase a Subsequent Loan unless (A) Securities Administrator and the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as with an Opinion of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar Counsel relating to the Initial Loanssale (i.e., (IX) the representation and warranty contained in Section 3.04(2"True Sale Opinion") of the Sale Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and Servicing Agreement, concerning to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included any REMIC as a REMIC which matters may be covered in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of opinions delivered on the Initial Loans included in the initial PoolClosing Date; (viii) in connection with Each Loan Group satisfies the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements parameters set forth in Section 2.05 hereofExhibit Q hereto; and (ix) each proposed On the last Subsequent Loan must be listed on Transfer Date, the Home Loan Schedule hereto as Trustee and the same may be amended from time to time with Securities Administrator shall have received an accountant's letter confirming that the approval characteristics of the DepositorMortgage Loans (including the Subsequent Mortgage Loans) in the related Loan Group satisfy the conditions set forth in Exhibit Q hereto. (c) In connection The Seller, the Custodian and the Trustee shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for . References in such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts Sections to the Indenture TrusteeInitial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Home Equity Loan Tr 1999-2 Home Equ Loan Ass B)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccounts (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received by the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 1. The amount released to the Transferor from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredtransferred to Loan Group 2. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; (II) off Date for the lien securing any such Subsequent Mortgage Loan: Loan must not be lower than third priority; (III) such Subsequent Group 1: Variation Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Coupon:.................. -0.01% Weighted Average Maturity...................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio Ratio:. + 0.61% Weighted Average FICO Score.................... -5 points Balloon Loans:................................. + 0.01% Maximum Principal Balance...................... + 2.00% State Concentration:........................... + 1.01% Zip Code Concentration:........................ + 2.00% Non-Owner Occupied:............................ + 0.71% II-14 Second Liens:.................................. + 0.11% Manufactured Housing:.......................... + 2.27% Loan Group 2: Variation Loan Weighted Average Coupon:.................. - 0.01% Weighted Average Maturity...................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio:. + 0.34% Weighted Average FICO Score.................... -5 points Performance Loans:............................. + 0.00% Maximum Principal Balance...................... + $0.00 State Concentration:........................... + 1.00% Zip Code Concentration:........................ + 2.00% Non-Owner Occupied:............................ + 0.24% First Liens:................................... + 0.00% Manufactured Housing:.......................... + 0.02% (ix) neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery of a letter or letters addressed to the Trustee from an independent accountant retained by the Depositor confirming that the characteristics of each Loan Group, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(d); (VIIIxi) such delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Loan must be underwritten, re-underwritten Mortgage Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning respectively or (ii) cause the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have Trust Fund to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxii) delivery to the Trustee of the Mortgage File for each proposed Subsequent Mortgage Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Accounts and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.Accounts and

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Inc Home Eq Mort Loan as-BCK Tr Ser SPMD 2001-A)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Trustee, without recourse to for the Grantor Trusteebenefit of the Certificateholders and the Certificate Insurer, all of its the right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Mortgage Loan Schedule attached to the Subsequent Transfer Agreement delivered by the Seller on such Subsequent Transfer Date, including (i) the related Cut-off Date Principal Balance; (ii) all collections in respect of interest and principal due after the related Cut-off Date; (iii) property which secured such Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on each Mortgage Loan Schedule to the related Subsequent Transfer Agreement Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.08 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee for the benefit of the Certificateholders and the Certificate Insurer as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate applicable Cut-off Date Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferredMortgage Loans. (b) The Indenture Trustee, on behalf of Seller shall transfer and deliver to the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two five Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Stated Principal Balances Balance of such Subsequent Loans as of the related Cut-Off Date Mortgage Loans, and the Rating Agencies shall not have provided written confirmation informed the Seller or the Trustee prior to such Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not would affect the Targeted OC Amount or result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates as of the Closing Date without regard to the Policy; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit L; (iii) The Seller shall have deposited in the Collection Account all principal and interest collected to the extent accrued after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered Such addition of Subsequent Mortgage Loans to the Indenture Trustee and Trust will not result in a material adverse tax consequence to any REMIC or the Grantor Trustee an Officer's Certificate confirming Holders of the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor Funding Period shall not have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Dateterminated; (vii) The Seller shall have provided the Grantor Trustee shall not purchase a Subsequent Loan unless (A) Certificate Insurer and the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as with an Opinion of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar Counsel relating to the Initial Loanssale (i.e., (IX) the representation and warranty contained in Section 3.04(2"True Sale Opinion") of the Sale Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and Servicing Agreement, concerning to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of any REMIC as a REMIC unless such Subsequent Loans by the Grantor Trustee, the Home Loans included matters were covered in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of opinions delivered on the Initial Loans included in the initial PoolClosing Date; (viii) The Mortgage Loans, in connection the aggregate satisfy the parameters set forth in Exhibit N hereto and comply with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements representations set forth in Section 2.05 hereof3.01 of the Mortgage Loan Purchase Agreement; and (ix) each proposed The Certificate Insurer shall have confirmed in writing to the Trustee that the applicable Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time Mortgage Loans are acceptable to time with the approval of the Depositorit. (c) In connection The Seller and the Trustee shall comply with their respective obligations set forth in Section 2.01, 2.02 and 2.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for . References in such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts Sections to the Indenture TrusteeOriginal Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Original Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received by the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Loans as of the related Cut-Off Date so transferredMortgage Loans. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as of delinquent; (vii) each Subsequent Mortgage Loan conveyed on the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have Transfer Date that is an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the related Payment Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making the calculations, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics for each Mortgage Loan made will be taken as of the Capitalized Interest Requirement and Prerelated Cut-Funding Account Earnings off Date for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc Hm Eq Mort Ln Asset Back Tr Ser SPMD 2001-B)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as of delinquent; (vii) each Subsequent Mortgage Loan conveyed on the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have Transfer Date that is an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date Mortgage Loans held in accordance with the provisions of Trust Fund listed below will not vary by more than the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee permitted variance listed below from the Pre-Funding Account average or from weighted average of such characteristic as presented in the Capitalized Interest AccountProspectus Supplement; provided that for the purpose of making the calculations, the Indenture Trustee shall not characteristics for each Mortgage Loan made will be liable therefor and taken as of related Cut-off Date for the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan: Variance

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Securitization Tr 2002-A4)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture TrusteeTrust Administrator's delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in purchase price therefor, (i) the Pre-Funding Account, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan listed on transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee Stated Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Transferor Seller to the Grantor TrusteeDepositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.04 from the Transferor Seller to the Grantor Trustee Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Transferor intends Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.04 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent Percent (100%) of the aggregate Stated Principal Balances Balance of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee, Trustee or the Custodian on behalf of the Grantor Indenture Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Servicer, the Indenture Trustee, Grantor Trustee the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Stated Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding Notes; (ii) the Transferor The Seller shall have deposited delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would the Seller will not be made insolvent by such transfer and was the Seller is not aware of any pending insolvency; (ivv) the Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have endedterminated; (vvii) the Transferor The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller and the Depositor, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Stated Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor Trust Administrator shall have delivered received an Officeraccountant's Certificate to the Indenture Trustee and the Grantor Trustee letter confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto; and (xii) The Issuer shall have provided the aggregateIndenture Trustee, except for Section 3.04(2the Trust Administrator, the Depositor, the Rating Agencies, the Seller and the Underwriters with an Opinion of Counsel relating to general corporate matters, in a form reasonably satisfactory to the addressees thereto. (c) thereof) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and Transferorreferences to the Initial Cut-Off Date or the Closing Date, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of deemed to refer to the applicable Cut-Off Date; (II) the lien securing any such related Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable or Subsequent Transfer Date, respectively, except that references to those of 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Mortgage Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on each Subsequent Mortgage Loan Schedule to the related Subsequent Transfer Agreement Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. (b) The Indenture Trustee, Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two five Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall not have provided written confirmation informed the Seller or the Trustee prior to such Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates as of the Closing Date; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued on or after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date DepositDate; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Transferor shall have delivered to Holders of the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor Funding Period shall not have terminated; (vii) The Seller shall have provided the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC unless such matters were covered in the opinions delivered on the Closing Date; and (viii) If such Subsequent Transfer Date is the last Subsequent Transfer Date, the Seller shall have delivered an Officer's Certificate to the Indenture Trustee Trustee, with a copy to each Rating Agency, of an agreed upon procedures letter from KPMG Peat Marwick to the effect that each Loan Group, after giving effect to all additions of Subsequent Mortgage Loans satisfies the description thereof set forth on page S-30 of the Prospectus Supplement. (c) The Seller, Custodian and the Grantor Trustee confirming that the representations shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 2.05 with respect to the Subsequent Mortgage Loans and Transferor, as applicable, as of the delivered on each Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any . References in such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar Sections to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Mortgage Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent or Mortgage Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term shall be deemed to maturity as of each respective Cut-Off Date comparable refer to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, Mortgage Loans and references to the Transferor Closing Date shall satisfy be deemed to refer to the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each applicable Subsequent Transfer Date and on except that references to 360 days after the related Payment Date, the Indenture Trustee Closing Date shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance remain unchanged as shall representations made with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts specific reference to the Indenture TrusteeInitial Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on each Subsequent Mortgage Loan Schedule to the related Subsequent Transfer Agreement Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Transferor shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's ’s delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor shall Seller may on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse sell to the Grantor TrusteeDepositor and the Depositor shall convey to the Trust, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) each Subsequent Mortgage Loan listed on the schedule to the Subsequent Transfer Agreement and the related Mortgage File (including the related Mortgage Note and Mortgage), including its Cut-Off Date Principal Balance (including the right to purchase Additional Balances resulting from draws made pursuant to the related Mortgage Note prior to the termination of this Agreement) and all related collections in respect of interest and principal received after the Cut-Off Date; (ii) related property that secured a Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any related insurance policies maintained in respect of the Subsequent Mortgage Loans (including any hazard, flood or title insurance proceeds); and (iv) all proceeds of any of the foregoing. The transfer by the Transferor Seller to the Grantor Trustee Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeDepositor and as a sale by the Depositor to the Trust. The Depositor hereby grants to the Indenture Trustee a limited power of attorney to execute each Subsequent Transfer Agreement. Such power of attorney shall continue until either the earlier of (i) receipt by the Indenture Trustee from the Depositor of written termination of such power of attorney and (ii) the end of the Revolving Period. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Seller to the Grantor Trustee Depositor and by the Depositor to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Transferor Seller and the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.09 and all proceeds thereofthereof to the same extent and in compliance with the provisions of Section 2.01(c) with respect to the Subsequent Mortgage Loans, as if such provisions were set forth in this Section 2.09, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredand on or before any Subsequent Transfer Date, the Seller shall deliver a Withdrawal Certificate specifying such purchase price to be withdrawn and delivered to the Seller by the Indenture Trustee from the Reinvestment Account, which in no event shall exceed the amount on deposit in the Reinvestment Account. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee, the original Mortgage Note and the Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Subject to clause (i) below, the Seller may transfer and deliver to the Depositor, who shall transfer and deliver to the Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above of this Section 2.09 only upon the satisfaction of each of the following conditions conditions, as certified by the Seller to the Indenture Trustee in an Officer’s Certificate, on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Servicer, the Indenture Trustee, Grantor Trustee the Insurer, the Depositor and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two three Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Mortgage Loans; provided that following delivery of any such Addition Notice, if the Insurer determines that any Subsequent Loans as Mortgage Loan does not meet the criteria specified in this Section 2.09(b) and in Section 2.09(c), the Insurer shall give notice of such defect to the related Cut-Off Date Indenture Trustee and the Rating Agencies Seller and the Seller shall suspend sale of any Subsequent Mortgage Loans to the Trust until any defective Subsequent Mortgage Loans have provided written confirmation that the purchase of such Subsequent Loans will not result been cured or repurchased in a downgrade, withdrawal accordance with Sections 2.02 or qualification of the ratings then in effect for the Outstanding Notes2.05; (ii) The Seller and the Transferor Depositor shall have deposited delivered to the Indenture Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit N; (iii) The Seller shall have delivered to the Servicer for deposit in the Collection Account all principal collected and interest collected on the Subsequent Mortgage Loans after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would and the Seller will not be made insolvent by such transfer and was the Seller is not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any Holders of the Transferor shall have delivered to Class A Notes or the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementTrust; (vi) The Revolving Period shall not have terminated; (vii) The Subsequent Mortgage Loans may not be 30 days or more delinquent as of the Transferor relevant Cut-Off Date; (viii) The remaining term to stated maturity of each Subsequent Mortgage Loan shall not exceed 360 months; (ix) The Subsequent Mortgage Loans shall be secured by a mortgage in a first or second lien position; (x) Each Subsequent Mortgage Loan shall have delivered an Officer's Certificate a fully-indexed margin between -0.250% and 8.875%; (xi) Each Subsequent Mortgage Loan shall not have a Principal Balance in excess of $500,000; (xii) Each Subsequent Mortgage Loan shall have a Credit Limit between $4,000 and $500,000; (xiii) Each Subsequent Mortgage Loan shall have been originated under the related Originator’s “full documentation” or “reduced documentation” underwriting criteria; (xiv) Each Subsequent Mortgage Loan shall have a CLTV of less than or equal to 101%; (xv) Each Subsequent Mortgage Loan shall have a Utilization Rate less than or equal to 101%; (xvi) Each Subsequent Mortgage Loan shall have a credit score greater than or equal to 600; (xvii) No Subsequent Mortgage Loan shall provide for negative amortization; (xviii) On the last Subsequent Transfer Date (which shall be designated in a written notice to the Indenture Trustee), the Indenture Trustee and the Grantor Trustee shall have received an internal accountant’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Section 2.09(c) below; and (xix) Each of the representations and warranties of the Transferor pursuant to set forth in Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are 2.04 shall be true and correct with respect to the each Subsequent Loans and Transferor, as applicable, Mortgage Loan as of the related Cut-Off Date for such Subsequent Mortgage Loan. (c) On each Subsequent Transfer Date, the Mortgage Loans submitted by the Seller to the Indenture Trustee on such Subsequent Transfer Date must be in compliance with the following characteristics and may be included in the Trust if: (i) a weighted average fully-indexed margin of at least 1.75%; (ii) a weighted average CLTV less than or equal to 85%; (iii) a weighted average credit score of 710 or greater; (iv) a weighted average credit score of at least 710 for Subsequent Mortgage Loans with a CLTV greater than 90%; (v) no more than 22% of the pool will have a credit score less than 660; (vi) at least 72% of the Mortgage Loans in the pool will be secured by a single family residence; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as 95% of Mortgage Loans in the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity pool will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have secured by an original Combined Loanowner-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pooloccupied Mortgaged Property; (viii) in connection with the transfer and assignment no more than 80% of the pool will have a loan purpose of cash-out refinance; (ix) at least 50% of the Mortgage Loans in the pool will have been originated under the related Originator’s “full documentation” program; (x) no more than 60% of the Mortgage Loans in the pool will be secured by Mortgaged Property located in the State of California; and (xi) no more than 15% of Mortgage Loans in the pool will be secured by Mortgaged Property located in any single state other than the State of California. On or before December 22, 2005 and December 22, 2006, the Seller agrees to and shall provide information to the Rating Agencies and the Insurer required to review the pool of Mortgage Loans as of the end of the most recent Due Period, including any Subsequent Mortgage Loans, in order for the Transferor Rating Agencies to determine the characteristics of the pool of Mortgage Loans will not cause the downgrade or withdrawal of the Ratings, without taking the Note Policy into account. The Seller shall satisfy comply with its obligations set forth in Sections 2.01, 2.02, 2.04 and 2.05, and the document delivery requirements Indenture Trustee shall comply with its obligations set forth in Section 2.05 hereof; and (ix) each proposed 2.01(b), with respect to the Subsequent Loan must be listed Mortgage Loans delivered on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date. References in such Sections to the Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Cut-Off Date and on or the related Payment Closing Date, the Indenture Trustee as applicable, shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts deemed to refer to the Indenture Trusteeapplicable related Cut-Off Date or Subsequent Transfer Date, respectively, except that representations made with specific reference to the initial Mortgage Loans shall remain unchanged.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Indymac Abs Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.08 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.08 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.08(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.08(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the characteristics of the Mortgage Loans held in the Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; off Date for the Mortgage Loan: Variance Weighted Average Coupon:........................... (II+/-0.10%) the lien securing any such Subsequent Loan must not be lower than third priority; Weighted Average Maturity:......................... (III+/-2 months) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Combined Loan-to-Value Ratio Ratio:..... (+0.70%) Weighted Average FICO Score:....................... (-5 points) Balloon Loans:..................................... (+0.01%) Maximum Principal Balance:......................... (+10.00%) State Concentration:............................... (+1.01%) Zip Code Concentration:............................ (+2.00%) Non-Owner Occupied:................................ (+2.00%) Second Liens:...................................... N/A Manufactured Housing:.............................. (+2.00%) Loans with Loan-to-Value ratio greater than 80%:... (+2.00%) Multifamily Loans:................................. (+2.00%) Purchased Loans:................................... (-3.00%) Investor Properties:............................... (+2.00%) Second Home Properties:............................ (+2.00%) (ix) neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery of a letter or letters addressed to the Trustee from an independent accountant retained by the Depositor confirming that the characteristics of the Mortgage Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.08(d); (VIIIxi) such delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Loan must be underwritten, re-underwritten Mortgage Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and respectively or (Xii) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have cause any REMIC to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxii) delivery to the Trustee of the Mortgage File for each proposed Subsequent Mortgage Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc Res Asset Sec Trust 2002-A15)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.08 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.08 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.08(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided Opinions of Counsel addressed to the Indenture Trustee, Grantor Trustee Rating Agencies and the underwriters with respect to the sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as sale of the related Cut-Off Date and Initial Mortgage Loans on the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.08(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the characteristics of the Mortgage Loans held in the Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; off Date for the Mortgage Loan: Variance Weighted Average Coupon:......,....................... (II+/-0.10%) the lien securing any such Subsequent Loan must not be lower than third priority; Weighted Average Maturity:............................ (III+/-2 months) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Combined Loan-to-Value Ratio Ratio:........ (+0.70%) Weighted Average FICO Score:.......................... (-5 points) Balloon Loans:........................................ (+0.01%) Maximum Principal Balance:............................ (+10.00%) State Concentration:.................................. (+1.01%) Zip Code Concentration:............................... (+2.00%) Non-Owner Occupied:................................... (+2.00%) Second Liens:......................................... N/A Manufactured Housing:................................. (+2.00%) Loans with Loan-to-Value ratio greater than 80%:...... (+2.00%) Multifamily Loans:.................................... (+2.00%) Purchased Loans:...................................... (-3.00%) Investor Properties:.................................. (+2.00%) Second Home Properties:............................... (+2.00%)] (ix) neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery to the Trustee and the underwriters of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (VIIIi) such Subsequent Loan must be underwritten, re-underwritten result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and respectively or (Xii) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have cause any REMIC to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxi) delivery to the Trustee of the Mortgage File for each proposed Subsequent Mortgage Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee. (f) Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent account retained by the Depositor confirming that the characteristics of the Mortgage Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in Section 2.08(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans so that the characteristics of the Mortgage Loans conform to the characteristics identified in Section 2.08(d). ARTICLE THREE

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Sec Trust 2003-A8)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's Trust Administrator’s delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in purchase price therefor, (i) the Pre-Funding Account, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan listed on transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee Stated Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Transferor Seller to the Grantor TrusteeDepositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.04 from the Transferor Seller to the Grantor Trustee Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Transferor intends Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.04 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent Percent (100%) of the aggregate Stated Principal Balances Balance of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee, Trustee or the Custodian on behalf of the Grantor Indenture Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Servicer, the Indenture Trustee, Grantor Trustee the Depositor, the Trust Administrator, the Master Servicer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Stated Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer or the Servicer prior to the applicable Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding Notes; (ii) the Transferor The Seller shall have deposited delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would the Seller will not be made insolvent by such transfer and was the Seller is not aware of any pending insolvency; (ivv) the Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have endedterminated; (vvii) the Transferor The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller and the Depositor, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Stated Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor Trust Administrator shall have delivered received an Officer's Certificate to the Indenture Trustee and the Grantor Trustee accountant’s letter confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto; and (xii) The Issuing Entity shall have provided the aggregateIndenture Trustee, except for Section 3.04(2the Trust Administrator, the Depositor, the Rating Agencies, the Seller and the Underwriters with an Opinion of Counsel relating to general corporate matters, in a form reasonably satisfactory to the addressees thereto. (c) thereof) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and Transferorreferences to the Initial Cut-Off Date or the Closing Date, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of deemed to refer to the applicable Cut-Off Date; (II) the lien securing any such related Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable or Subsequent Transfer Date, respectively, except that references to those of 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Mortgage Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (SunTrust Mortgage Securitization, LLC)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Loans set forth in Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Transfer Agreement shall be absolute Mortgage Loan received before the related Cut-off Date in respect of installments of interest and shall be intended by all parties hereto to be treated as a sale principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the Transferor to the Grantor Trustee. related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Seller to the Grantor Trustee Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Depositor pursuant to this Section 2.07(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Transferor shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.this

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Securitizations Tr 2002-A1)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on each Subsequent Mortgage Loan Schedule to the related Subsequent Transfer Agreement Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. (b) The Indenture Trustee, Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two five Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies or the Certificate Insurer shall not have provided written confirmation informed the Seller or the Trustee prior to such Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates as of the Closing Date without regard to the Certificate Insurance Policy; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected and interest collected to the extent accrued on or after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date DepositCutOff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Transferor shall have delivered to Holders of the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor Funding Period shall not have terminated; (vii) The Seller shall have delivered provided the Certificate Insurer and the Rating Agencies with an Officer's Certificate Opinion of Counsel relating to the Indenture Trustee sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC unless such matters were covered in the opinions delivered on the Closing Date; and (viii) Each Loan Group satisfies the parameters set forth in Exhibit Q hereto. (c) The Seller, Custodian and the Grantor Trustee confirming that the representations shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 2.05 with respect to the Subsequent Mortgage Loans and Transferor, as applicable, as of the delivered on each Subsequent Transfer Date;. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans. (viid) Promptly following the Grantor Trustee end of the Funding Period, the Certificate Insurer may, in its discretion but after consultation with the Seller, change either Required Overcollateralization Amount (or any portion of the calculation thereof) if, on the basis of the same methodology applied to the Mortgage Loans delivered on the Closing Date, such change is required. Any such change shall not purchase (i) be reflected in a Subsequent Loan unless (A) letter delivered to the Rating Agencies shall consent thereto (Seller, the Servicer and the Trustee, the terms of which consent shall not be unreasonably withheld and shall be evidenced by a letter from deemed to amend this Agreement, (ii) not require the consent of any Holders and (iii) be furnished to the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II Section 2.01 and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each Subsequent Transfer Closing Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the Subsequent Mortgage Loan Schedule delivered by the Seller on the Closing Date, including (i) the related Cut-Off Date Principal Balance; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than payments in respect of accrued interest due on or before September 15, 1997); (iii) property which secured such Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredDate. (b) The Indenture Trustee, on behalf of Seller shall transfer and deliver to the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Closing Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related Subsequent Transfer Closing Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesMortgage Loans; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected and interest collected to the extent accrued on or after the related Cut-Off Date and interest (other than payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositaccrued interest due on or before September 1, 1997); (iiiiv) As of the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Closing Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Transferor shall have delivered to Holders of the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor The Seller shall have delivered provided the Rating Agencies with an Officer's Certificate Opinion of Counsel relating to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties sale (i.e., "True Sale Opinion") of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than Subsequent Mortgage Loans to the extent representations and warranties relate to statistical information as to Trustee, the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as enforceability of the Subsequent Transfer Date; (vii) Agreement and to the Grantor Trustee shall not purchase a Subsequent Loan unless (A) effect that the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as transfer of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must Mortgage Loans will not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning adversely affect the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released REMIC as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.REMIC;

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Upon [five] Business Days prior written notice to the Trustee, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccounts (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor, without recourse, all of its the right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date, and the Depositor shall simultaneously sell, transfer, assign, set over and otherwise convey to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to each Subsequent Loans set forth in Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Transfer Agreement shall be absolute Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trustee. principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.072.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (ac) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (d) The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 1. The amount released to the Transferor from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredtransferred to Loan Group 2. (be) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.09(a) above hereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and shall designate the Subsequent Loans to be sold (such opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date execution and interest payments collected after the related Cut-Off Date in respect delivery of each such Subsequent Loan and Transfer Agreement or conveyance of the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions set forth in Article II and this Section 2.09(b) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the be satisfied by such Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (iv), the obligation under Section 2.03(c) of this Agreement of the Seller to cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee. (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be 30 Mortgage Loan conveyed on such Subsequent Transfer Date was [30] or more days contractually delinquent as of the applicable Cut-Off Date; delinquent; (IIvii) the lien securing any such each Subsequent Mortgage Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment conveyed on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it Transfer Date that is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest an Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each such Subsequent Transfer Date and to the related Loan Group, the characteristics of such Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the related Payment Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making such calculations, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics for each Mortgage Loan made will be taken as of the Capitalized Interest Requirement and Prerelated Cut-Funding Account Earnings off Date for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II Section 2.01 and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each Subsequent Transfer Closing Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the Subsequent Mortgage Loan Schedule delivered by the Seller on the Closing Date, including (i) the related Cut-Off Date Principal Balance; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than payments in respect of accrued interest due on or before June 15, 1997); (iii) property which secured such Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredDate. (b) The Indenture Trustee, on behalf of Seller shall transfer and deliver to the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Closing Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related Subsequent Transfer Closing Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesMortgage Loans; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected and interest collected to the extent accrued on or after the related Cut-Off Date and interest (other than payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositaccrued interest due on or before June 1, 1997); (iiiiv) As of the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Closing Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Transferor shall have delivered to Holders of the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor The Seller shall have delivered provided the Rating Agencies with an Officer's Certificate Opinion of Counsel relating to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties sale (i.e., "True Sale Opinion") of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than Subsequent Mortgage Loans to the extent representations and warranties relate to statistical information as to Trustee, the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as enforceability of the Subsequent Transfer Date; (vii) Agreement and to the Grantor Trustee shall not purchase a Subsequent Loan unless (A) effect that the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as transfer of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must Mortgage Loans will not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning adversely affect the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released REMIC as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.REMIC;

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccounts, the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor, without recourse, all of its the right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date, and the Depositor shall simultaneously sell, transfer, assign, set over and otherwise convey to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to each Subsequent Loans set forth in Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on such Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Transfer Agreement shall be absolute Mortgage Loan received prior to such related Cut-off Date in respect of installments of interest and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trusteeprincipal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan on or before such related Cut-off Date. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Seller to the Grantor Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as so transferred to Loan Group 1. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the related Cut-Off Date Subsequent Mortgage Loans so transferredtransferred to Loan Group 2. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.09(a) above hereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and shall designate the Subsequent Loans to be sold (such opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date execution and interest payments collected after the related Cut-Off Date in respect delivery of each such Subsequent Loan and Transfer Agreement or conveyance of the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions set forth in Article II and this Section 2.09(b) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the be satisfied by such Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (iv), the obligation under Section 2.03(c) of this Agreement of the Seller to cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee. (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on such Subsequent Transfer Date to the related Loan Group, the characteristics of such Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making such calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; (II) the lien securing any off Date for such Subsequent Mortgage Loan: Loan must not be lower than third priority; (III) such Subsequent Group 1: Variation Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Coupon:......................... -0.01% Weighted Average Maturity.......................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio Ratio:..... + 0.61% Balloon Loans:..................................... + 0.01% Maximum Principal Balance.......................... + $4,054.40 State Concentration:............................... + 1.01% Zip Code Concentration:............................ + 2.00% Non-Owner Occupied:................................ + 0.71% Second Liens:...................................... + 0.11% Manufactured Housing:.............................. + 2.27% Loan Group 2: Variation Loan Weighted Average Coupon:...................... - 0.01% Weighted Average Maturity.......................... +/- 1 month Weighted Average Combined Loan-to-Value Ratio:..... + 0.34% Performance Loans:................................. + 0.00% Maximum Principal Balance.......................... + $0.00 State Concentration:............................... + 1.00% Zip Code Concentration:............................ + 2.00% Non-Owner Occupied:................................ + 0.24% First Liens:....................................... + 0.00% Manufactured Housing:.............................. + 0.02% (ix) neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%, (VIII) Subsequent Mortgage Loans on such Subsequent Transfer Date; (x) delivery of a letter or letters addressed to the Trustee from an independent accountant retained by the Depositor confirming that the characteristics of each Loan must Group, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(b); (xi) delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be underwrittenat the expense of either the Trustee or the Trust Fund, re-underwritten addressed to the Trustee, to the effect that such purchase of Subsequent Mortgage Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning respectively or (ii) cause the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have Trust Fund to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxii) delivery to the Trustee of the Mortgage File for each proposed Subsequent Mortgage Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (c) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Accounts and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement Accounts and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Accounts and the Pre-Funding Account and the Capitalized Interest AccountAccounts. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the a Pre-Funding Account or from the a Capitalized Interest AccountAccount as a result of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date, the characteristics of the Mortgage Loans held in the Trust Fund listed below will not vary by more than the permitted variance listed below from the average or weighted average of such characteristic as presented in the Prospectus Supplement; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; off Date for the Mortgage Loan: Variance Weighted Average Coupon:.......................................... (II-0.01%) the lien securing any such Subsequent Loan must not be lower than third priority; Weighted Average Maturity......................................... (III+/-1 month) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Combined Loan-to-Value Ratio Ratio:.................... (+0.70%) Weighted Average FICO Score....................................... (-5 points) Balloon Loans:.................................................... (+0.01%) Maximum Principal Balance......................................... (+2.00%) State Concentration:.............................................. (+1.01%) Zip Code Concentration:........................................... (+2.00%) Non-Owner Occupied:............................................... (+2.00%) Second Liens:..................................................... N/A Manufactured Housing:............................................. (+2.00%) Loans with Loan-to-Value ratio greater than 80%:.................. (+2.00%) Multifamily Loans:................................................ (+2.00%) Purchased Loans:.................................................. (-3.00%) Investor Properties:.............................................. (+2.00%) Second Home Properties:........................................... (+2.00%) (ix) neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery of a letter or letters addressed to the Trustee from an independent accountant retained by the Depositor confirming that the characteristics of the Mortgage Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(d); (VIIIxi) such delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Loan must be underwritten, re-underwritten Mortgage Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and respectively or (Xii) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have cause any REMIC to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxii) delivery to the Trustee of the Mortgage File for each proposed Subsequent Mortgage Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Securitization Tr 2002-A7)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II Section 2.01 and paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture TrusteeTrust's delivery, delivery on behalf of the Grantor Trustee, on each related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such the related Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeTrust, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the Subsequent Mortgage Loan Schedule delivered by the Seller on the related Subsequent Transfer Date, including (i) the related Cut-Off Date Principal Balance; (ii) all collections in respect of interest and principal due after the related Cut-Off Date (exclusive of payments in respect of interest accrued on the Subsequent Mortgage Loans prior to the related Cut-Off Date and permitted to be withdrawn from the Collection Account pursuant to Section 3.03(v)(b)); (iii) property which secured such Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor Seller of each Subsequent Mortgage Loan set forth on a Subsequent Mortgage Loan Schedule to the Grantor Trustee of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the any assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.05 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee on behalf of the Trust as of each Subsequent the related Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.05 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account and paid to the Seller, as the purchase price therefor, shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, on behalf of Seller shall transfer and deliver to the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Transferor Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies and the Certificate Insurer with an Addition Additions Notice, which notice shall be given no fewer not less than two five Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee and Trust, the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of applicable Loan Group for each such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notessubsequent Mortgage Loan; (ii) the Transferor Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Agreement (including an acceptance by the Trustee) in substantially the form of Exhibit Q hereto and each of the documents described in Section 2.01 hereof relating to the Subsequent Mortgage Loans; (iii) the Seller shall have deposited in the Collection Account all principal and interest collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and on the related Subsequent Cut-Off Date DepositMortgage Loans; (iiiiv) As of the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each related Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered Such transfer of Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Indenture Trustee and REMIC or the Grantor Trustee an Officer's Certificate confirming Holders of the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) At the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties end of the Transferor pursuant to Section 3.04 Funding Period, the Mortgage Loans in Loan Group 1 (including all Subsequent Mortgage Loans) as of the Sale related Cut-Off Date will have the following characteristics: (a) a weighted average Loan Rate of at least 11.50% per annum; (b) a weighted average remaining term to stated maturity of less than 257 months; (c) a weighted average Combined Loan-to-Value Ratio of not more than 77.00%; (d) the maximum Combined Loan-to-Value Ratio of any Mortgage Loan will be 100%; (e) no more than 39.00% of the Mortgage Loans (by aggregate Cut-Off Date Principal Balance) will be Balloon Loans; (f) no more than 7.50% of the Mortgage Loans (by aggregate Cut-Off Date Principal Balance) will be concentrated in one state; (g) at least 92.90% of the Mortgage Loans (by aggregate Cut-Off Date Principal Balance) will be secured by owner-occupied properties; (h) at least 90.25% of the Mortgage Loans will be secured by Mortgages in the first lien position; and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as i) will otherwise conform to the characteristics of the Initial Loans described in the aggregate, except Prospectus Supplement for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date;Mortgage Loans; and (vii) At the Grantor Trustee shall not purchase a end of the Funding Period, the Mortgage Loans in Loan Group 2 (including all Subsequent Loan unless (AMortgage Loans) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable related Cut-Off Date; Date will have the following characteristics: (IIa) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance a weighted average interest rate of at least $2,500 as 11.20% per annum; (b) a weighted average remaining term to stated maturity of less than 360 months; (c) a weighted average Combined Loan-to-Value Ratio of not more than 79.00%; (d) the maximum Combined Loan-to-Value Ratio for any Mortgage Loan will be 100%; (e) no more than 10.50% of the applicable Mortgage Loans (by aggregate Cut-Off DateDate Principal Balance) will be concentrated in one state; (IVf) at least 92.50% of the first payment on such Mortgage Loans (by aggregate Cut-Off Date Principal Balance) will be secured by owner-occupied properties; (g) at least 98.00% of the Mortgage Loans will be secured by a Mortgage in the first-lien position; and (h) will otherwise conform to the characteristics described in the Prospectus Supplement for the Subsequent Loan must Mortgage Loans. The Certificate Insurer shall have the right in its sole discretion to modify the Spread Account requirements after its review of the Subsequent Mortgage Loans. Any additional amount required to be due deposited in the Spread Account shall be deposited no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the DepositorFunding Period. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Provident Bank)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the applicable Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. (c) The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 1. The amount released to the Transferor from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredtransferred to Loan Group 2. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as of delinquent; (vii) each Subsequent Mortgage Loan conveyed on the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have Transfer Date that is an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on to the related Payment DateLoan Group, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with Loan Group listed below will not vary by more than the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee permitted variance listed below from the Pre-Funding Account average or from weighted average of such characteristic as presented in the Capitalized Interest AccountProspectus Supplement; provided that for the purpose of making the calculations, the Indenture Trustee shall not characteristics for each Mortgage Loan made will be liable therefor and taken as of related Cut-off Date for the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on each Subsequent Mortgage Loan Schedule to the related Subsequent Transfer Agreement Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. (b) The Indenture Trustee, Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two five Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies or the Certificate Insurer shall not have provided written confirmation informed the Seller or the Trustee prior to such Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates as of the Closing Date without regard to the Certificate Insurance Policies; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued on or after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date DepositDate; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Transferor shall have delivered to Holders of the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor Funding Period shall not have terminated; (vii) The Seller shall have delivered provided the Certificate Insurer and the Rating Agencies with an Officer's Certificate Opinion of Counsel relating to the Indenture Trustee sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC unless such matters were covered in the opinions delivered on the Closing Date; and (viii) Each Loan Group satisfies the parameters set forth in Exhibit Q hereto. (c) The Seller, Custodian and the Grantor Trustee confirming that the representations shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 2.05 with respect to the Subsequent Mortgage Loans and Transferor, as applicable, as of the delivered on each Subsequent Transfer Date;. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans. (viid) Promptly following the Grantor Trustee end of the Funding Period, the Certificate Insurer may, in its discretion but after consultation with the Seller, change the Required Overcollateralization Amount (or any portion of the calculation thereof) if, on the basis of the same methodology applied to the Mortgage Loans delivered on the Closing Date, such change is required. Any such change shall not purchase (i) be reflected in a Subsequent Loan unless (A) letter delivered to the Rating Agencies shall consent thereto (Seller, the Servicer and the Trustee, the terms of which consent shall not be unreasonably withheld and shall be evidenced by a letter from deemed to amend this Agreement, (ii) not require the consent of any Holders and (iii) be furnished to the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Transferor of all or a portion of the balance of funds in the related Pre-Funding Account, the Transferor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest in and to each Subsequent Mortgage Loan listed on the related Mortgage Loan Schedule delivered by the Transferor on such Subsequent Transfer Date and all other assets included or to be included in the Trust Fund in connection with each Subsequent Mortgage Loan Schedulefor the benefit of the Certificateholders and the Certificate Insurer, including (i) all payments of prepayment penalties and principal received in respect of the Mortgage Loans after the related Cut-Off Date, all payments of interest and principal due in respect of the Mortgage Loans (including prepaid monthly payments) from and after the Cut-Off Date, irrespective of when received, and all interest paid or received on the Mortgage Loans prior to the Cut-Off Date but relating to any period after the Cut-Off Date; (ii) any real property that secured such Subsequent Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) all of its interest in any insurance policies in respect of such Subsequent Mortgage Loan; (iv) the Trustee's Mortgage Loan File and the Servicer's Mortgage Loan File with respect to such Subsequent Mortgage Loans; (v) the Transferor's rights, title and interest (but none of the obligations) under the Purchase Agreement; and (vi) all proceeds of the foregoing. The transfer by the Transferor to the Grantor Trustee of the Subsequent Mortgage Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor TrusteeTrustee in consideration of the funds released from the related Pre-Funding Account. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a2.7(a) from the Transferor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a2.7(a) and all proceeds thereofthereof to secure a loan in the amount of the purchase price of such Subsequent Mortgage Loan, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the related Pre-Funding Account shall be one hundred percent (100%) of the aggregate of the Principal Balances of the Subsequent Mortgage Loans as so transferred. The parties hereto intend that the Subsequent Mortgage Loans be purchased pursuant to a "fixed price contract" in effect on the Startup Day in compliance with Section 860G(a)(3)(A)(ii) of the related Cut-Off Date so transferredCode. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute release from the related Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date or Dates of the Subsequent Mortgage Loans so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto as described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer DateDates: (i) the Transferor shall have provided the Indenture Trustee, Grantor Trustee the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two four (4) Business Days prior to the related Subsequent Transfer Date and Date, shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Mortgage Loans as of the related Cut-Off Date or Dates, shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans and the Rating Agencies shall have provided written confirmation that any other information reasonably requested by the purchase of such Subsequent Loans will not result in a downgradeCertificate Insurer, withdrawal the Trustee or qualification of the ratings then in effect for the Outstanding NotesRating Agencies; (ii) the Transferor shall have deposited in the Collection Account all payments of prepayment penalties and principal collected received in respect of the Subsequent Mortgage Loans after the related Cut-Off Date Date, all payments of interest and interest payments collected principal due in respect of the Subsequent Mortgage Loans (including prepaid monthly payments) from and after the related Cut-Off Date, irrespective of when received, and all interest paid or received on the Subsequent Mortgage Loans prior to the Cut-Off Date but relating to any period after the Cut-Off Date, together with an amount equal to one month's interest at the related Mortgage Loan Interest Rate on the Principal Balance of such Subsequent Mortgage Loan unless such Subsequent Mortgage Loan has its next payment due prior to the end of the Due Period in respect of each Subsequent Loan and which the related Subsequent Cut-Off Transfer Date Depositoccurs; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee Certificate Insurer confirming that, that as of each Subsequent Transfer Date, the Transferor was not insolvent, would not nor will it be made insolvent by such transfer and was not transfer, nor is it aware of any pending insolvency; (iv) the related Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee Certificate Insurer confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement 3.4 (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement 3.2 are true and correct with respect to the Transferor and the Subsequent Loans and TransferorMortgage Loans, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions Transferor shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as provided the Trustee and the Certificate Insurer with Opinions of Counsel relating to the sale of the applicable Cut-Off Date; (II) Subsequent Mortgage Loans to the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as Trustee substantially in the form of the applicable Cut-Off Date; (IV) Opinions of Counsel delivered to the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years Trustee and the scheduled maturity will be no later than August 28Certificate Insurer on the Closing Date (bankruptcy, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation corporate and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pooltax opinions); (viii) the Transferor shall have delivered an Officer's Certificate to the Trustee, the Certificate Insurer and the Depositor indicating (a) the Certificate Insurer has consented to the purchase of the Subsequent Mortgage Loans and (b) the Subsequent Mortgage Loans conform to the requirements in Section 2.7(d); (ix) in connection with the transfer and assignment of the Subsequent Mortgage Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor2.5. (c) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement Requirements and Pre-Funding Account Earnings for such Payment Distribution Date in accordance with the provisions of the Sale and Servicing this Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account Accounts and of the Capitalized Interest AccountAccounts. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account Accounts or from the Capitalized Interest AccountAccounts, the Indenture Trustee shall not be liable therefor therefor, and the Transferor shall immediately repay such amounts to the Indenture Trustee. (d) The Obligation of the Trust to purchase the Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following requirements, the satisfaction of which shall be the responsibility of Life and the Transferor: (i) such Subsequent Mortgage Loan shall not be 30 or more days delinquent as of the related Cut-Off Date, (ii) the weighted average combined LTV of the Subsequent Mortgage Loans shall not exceed 77.22% with respect to Fixed Rate Pool and 78.76% with respect to the Adjustable Rate Pool, (iii) the weighted average Mortgage Loan Interest Rate of the Subsequent Mortgage Loans shall not be less than 9.72% with respect to the Fixed Rate Pool and 9.32% with respect to the Adjustable Rate Pool, (iv) the weighted average Gross Margin of the Subsequent Mortgage Loans that are Adjustable Rate Mortgage Loans shall not be less than 5.64%, (v) the percentage of the Subsequent Mortgage Loans that are "AX" classified loans (according to the Underwriting Guidelines) shall not be less than 66.22% with respect to the Fixed Rate Pool and 64.92% with respect to the Adjustable Rate Pool, (vi) the percentage of Subsequent Mortgage Loans that are "A-" classified loans (according to the Underwriting Guidelines) shall not be less than 12.06% with respect to the Fixed Rate Pool and 14.85% with respect to the Adjustable Rate Pool, (vii) the percentage of Subsequent Mortgage Loans that are "B" classified loans (according to the Underwriting Guidelines) shall not be greater than 12.94% with respect to the Fixed Rate Pool and 14.19% with respect to the Adjustable Rate Pool, (viii) the percentage of Subsequent Mortgage Loans that are "C" or "CX" classified loans (according to the Underwriting Guidelines) shall not be greater than 5.80% with respect to the Fixed Rate Pool and 5.84% with respect to the Adjustable Rate Pool, (ix) Subsequent Mortgage Loans which are secured by primary residences shall not be less than 92.92% with respect to the Fixed Rate Pool and 93.68% with respect to the Adjustable Rate Pool, (x) Subsequent Mortgage Loans which are secured by single family detach properties shall not be less than 88.18% with respect to the Fixed Rate Pool and 84.26% with respect to the Adjustable Rate Pool, (xi) such Subsequent Mortgage Loan shall be a first lien Mortgage, (xii) no Subsequent Mortgage Loan shall mature later than months after the latest maturing Initial Mortgage Loan and (xiii) each Subsequent Mortgage Loan that is a Fixed Rate Mortgage Loan shall be included in the Fixed Rate Pool and each Subsequent Mortgage Loan that is an Adjustable Rate Mortgage Loan shall be included in the Adjustable Rate Pool.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement,. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received by the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Loans as of the related Cut-Off Date so transferredMortgage Loans. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be 30 Mortgage Loan conveyed on the Subsequent Transfer Date was 60 or more days contractually delinquent delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the applicable related Cut-Off Date; (II) off Date for the lien securing any such Subsequent Mortgage Loan: Loan must not be lower than third priority; (III) such Subsequent Group 1: Variance Loan must have an outstanding Weighted Average Coupon: 0.05% Weighted Average Original Term-to-Maturity 2 months Weighted Average Original Loan-to-Value Ratio*: 0.75% Weighted Average FICO Score 5 points Balloon Loans: 1.30% Maximum Principal Balance of at least $2,500 as of the applicable Cut2.00% State Concentration: 1.01% Zip Code Concentration: 2.00% Non-Off Date; (IV) the first payment on such Subsequent Owner Occupied: 0.75% Second Liens: 0.12% Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Group 2: Variance Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Weighted Average Coupon: 0.05% Weighted Average Maturity 2 months Weighted Average Original Loan-to-Value Ratio*: 0.45% Weighted Average FICO Score 5 points Balloon Loans: 0.25% Performance Loans: 2.00% Maximum Principal Balance 2.00% State Concentration: 1.00% Zip Code Concentration: 2.00% Non-Owner Occupied: 0.50% Second Liens: 0.15% ------- * Represents Combined Loan-to-Value Ratio Ratios for second lien mortgage loans. (ix) neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (VIIIi) such Subsequent Loan must be underwritten, re-underwritten result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning the status of the Home Loans on each subsequent Transfer Date respectively or (ii) cause any REMIC created under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have this Agreement to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxi) delivery to the Trustee of the Mortgage File for each proposed Subsequent Mortgage Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee. (f) Within five Business Days of the final Subsequent Transfer Date, a letter addressed from an independent accountant retained by the Depositor confirming that the characteristics of the Mortgage Loans, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in Section 2.09(d) will be addressed to and delivered to the Trustee. If the characteristics of the Mortgage Loans do not conform to these characteristics, within five Business Days of notice of this non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans so that the characteristics of the Mortgage Loans conform to the characteristics identified in Section 2.09(d).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc Home Eq Mort Ln Asst Back Tr Ser SPMD 2003-A)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Offered Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as of delinquent; (vii) each Subsequent Mortgage Loan conveyed on the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have Transfer Date that is an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Adjustable Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Mortgage Loan is secured by a fully amortizing loan with level payments over first lien on the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Poolrelated Mortgaged Property; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date Mortgage Loans held in accordance with the provisions of Trust Fund listed below will not vary by more than the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee permitted variance listed below from the Pre-Funding Account average or from weighted average of such characteristic as presented in the Capitalized Interest AccountProspectus Supplement; provided that for the purpose of making the calculations, the Indenture Trustee shall not characteristics for each Mortgage Loan made will be liable therefor and taken as of related Cut-off Date for the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Residential Asset Securitization Trust 2002 A5)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. (b) The Indenture Trustee, Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall not have provided written confirmation informed the Seller or the Trustee prior to the applicable Subsequent Transfer that the purchase inclusion of such Subsequent Mortgage Loans will not would result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates without regard to the Certificate Insurance Policy; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued on or after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date DepositDate; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (ivv) Such addition will not result in a material adverse tax consequence to any REMIC or the Pre-Holders of the Certificates; (vi) The Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Dateterminated; (vii) The Seller shall have provided the Grantor Trustee shall not purchase a Subsequent Loan unless (A) Trustee, the Certificate Insurer and the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as with an Opinion of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar Counsel relating to the Initial Loanssale (i.e., (IX) the representation and warranty contained in Section 3.04(2"True Sale Opinion") of the Sale Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and Servicing Agreement, concerning to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included any REMIC as a REMIC which matters may be covered in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of opinions delivered on the Initial Loans included in the initial PoolClosing Date; (viii) in connection with Each Loan Group satisfies the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements parameters set forth in Section 2.05 hereofExhibit Q hereto; and (ix) each proposed On the last Subsequent Loan must be listed on Transfer Date, the Home Loan Schedule hereto as Trustee shall have received an accountant's letter confirming that the same may be amended from time to time with the approval characteristics of the DepositorMortgage Loans (including the Subsequent Mortgage Loans) in Loan Group F or Loan Group A, as applicable, satisfy the conditions set forth in Exhibit Q hereto. (c) In connection The Seller, the Custodian and the Trustee shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for . References in such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts Sections to the Indenture TrusteeInitial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's Securities Administrator’s delivery, on behalf of the Grantor TrusteeIssuing Entity, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in purchase price therefor, (i) the Pre-Funding Account, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trustee on behalf of the Issuing Entity, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan listed on transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Stated Principal Balance as of the Cut-off Date after giving effect to payments of principal due on or before the Cut-off Date; (ii) all collections in respect of interest and principal received after the Cut-off Date (other than principal and interest due on or before such Cut-off Date) including all Subsequent Mortgage Loan Schedule. The transfer by the Transferor Interest relating to the Grantor Trustee Subsequent Group 2 Mortgage Loans transferred to the Issuing Entity on such Subsequent Transfer Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. To the extent that the Seller or the Depositor received any amounts in respect of the Subsequent Group 2 Mortgage Loans on or after the Cut-off Date (other than principal and interest due on or before such Cut-off Date), the Seller and the Depositor shall remit such amounts to the Securities Administrator for deposit in the Collection Account or the Capitalized Interest Account, as applicable. The transfers by the Seller to the Depositor and by the Depositor to the Trustee on behalf of the Issuing Entity of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto hereto, to be treated as a sale by the Transferor Seller to the Grantor TrusteeDepositor and as a sale by the Depositor to the Trustee on behalf of the Issuing Entity. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.04 from the Transferor Seller to the Grantor Depositor and by the Depositor to the Trustee on behalf of the Issuing Entity pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Transferor intends Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trustee on behalf of the Issuing Entity as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee on behalf of the Issuing Entity pursuant to this Section 2.07(a) 2.04 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent Percent (100%) of the aggregate Stated Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredoff Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Custodian on behalf of the Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Indenture Trustee, Seller shall transfer and deliver to the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Servicers, the Trustee, Grantor Trustee the Depositor, the Securities Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Issuing Entity and the aggregate Stated Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation informed the Seller, the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Servicers or the Subservicer prior to the applicable Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesCertificates; (ii) the Transferor The Seller shall have deposited delivered to the Trustee, the Depositor, the Securities Administrator, the Master Servicer, the Subservicer and the Servicers a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Securities Administrator for deposit in the Collection Account all principal collected and interest collected on such Subsequent Mortgage Loans to the extent accrued and due after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would the Seller will not be made insolvent by such transfer and was the Seller is not aware of any pending insolvency; (ivv) Such addition will not result in a material adverse tax consequence to the Trust Estate or any Certificateholder; (vi) The Pre-Funding Period shall not have endedterminated; (vvii) the Transferor The Depositor shall have delivered to provided the Indenture Trustee and the Grantor Trustee Rating Agencies with an Officer's Certificate confirming Opinion of Counsel relating to the satisfaction sale (i.e., “True Sale Opinion”) of each condition precedent specified in this paragraph (b) the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Certificates, which matters may be covered in the related Subsequent Transfer Agreementopinions delivered on the Closing Date; (viviii) The aggregate Stated Principal Balance of Subsequent Mortgage Loans does not exceed the Transferor amount deposited in the Pre-Funding Account as of the Closing Date; (ix) The conditions specified in Exhibit J hereto shall be met; (x) On the last Subsequent Transfer Date, the Trustee shall have delivered received an Officer's Certificate to the Indenture Trustee and the Grantor Trustee Independent accountant’s letter confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in the aggregate, except for Section 3.04(2Exhibit J hereto; and (xi) thereof) and pursuant to Section 3.02 The Trustee on behalf of the Sale Issuing Entity shall have provided the Depositor, the Rating Agencies, the Seller and Servicing Agreement are true and correct the Underwriter with an Opinion of Counsel relating to general corporate matters, in a form reasonably satisfactory to the addressees thereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 2.07 through 2.10 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and Transferorreferences to the Cut-off Date or the Closing Date, as applicable, as of shall be deemed to refer to the applicable related Cut-off Date or Subsequent Transfer Date; (vii) , respectively, except that references to 360 days after the Grantor Trustee Closing Date shall not purchase a Subsequent Loan unless (A) the Rating Agencies remain unchanged as shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan representations made with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar specific reference to the Initial Mortgage Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (NYMT Securities CORP)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's Trust Administrator’s delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in purchase price therefor, (i) the Pre-Funding Account, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all of its right, title and interest of the Seller and the Depositor, as applicable, in and to each Subsequent Mortgage Loan listed on transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee Stated Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Transferor Seller to the Grantor TrusteeDepositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.04 from the Transferor Seller to the Grantor Trustee Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Transferor intends Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.04 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent Percent (100%) of the aggregate Stated Principal Balances Balance of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Indenture Trustee, Seller shall transfer and deliver to the Custodian on behalf of the Grantor Indenture Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Servicer, the Indenture Trustee, Grantor Trustee the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Stated Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding Notes; (ii) the Transferor The Seller shall have deposited delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would the Seller will not be made insolvent by such transfer and was the Seller is not aware of any pending insolvency; (ivv) the Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have endedterminated; (vvii) the Transferor The Seller shall have provided the Indenture Trustee, the Trust Administrator, the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to the Depositor and the enforceability of the Subsequent Transfer Agreement with respect to the Seller and the Depositor, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Stated Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Account as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor Trust Administrator shall have delivered received an Officer's Certificate to the Indenture Trustee and the Grantor Trustee accountant’s letter confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit J hereto; and (xii) The Issuer shall have provided the aggregateIndenture Trustee, except for Section 3.04(2the Trust Administrator, the Depositor, the Rating Agencies, the Seller and the Underwriter with an Opinion of Counsel relating to general corporate matters, in a form reasonably satisfactory to the addressees thereto. (c) thereof) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, 2.02, 3.01, 3.02 and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and Transferorreferences to the Initial Cut-Off Date or the Closing Date, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of deemed to refer to the applicable Cut-Off Date; (II) the lien securing any such related Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable or Subsequent Transfer Date, respectively, except that references to those of 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Mortgage Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (New York Mortgage Trust 2005-3)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, delivery on behalf of the Grantor Trustee, on each related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor Trustee, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan ScheduleSchedule delivered by the Seller on such Subsequent Transfer Date, including (i) the related Principal Balance as of the related Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Subsequent Cut-Off Date; (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor to the Grantor Trustee Seller of the Subsequent Mortgage Loans set forth in on each Subsequent Mortgage Loan Schedule to the related Subsequent Transfer Agreement Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeTrust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. (b) The Indenture Trustee, on behalf of Seller shall transfer and deliver to the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two five Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall not have provided written confirmation informed the Seller or the Trustee prior to such Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not would affect the applicable Required Overcollateralization Amount or result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates as of the Closing Date; (ii) The Seller shall have delivered to the Transferor Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected to the extent accrued on or after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date DepositDate; (iiiiv) As of the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would not insolvent nor will the Seller be made insolvent by such transfer and was not nor is the Seller aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Transferor shall have delivered to Holders of the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer AgreementCertificates; (vi) the Transferor Funding Period shall not have terminated; (vii) The Seller shall have provided the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC unless such matters were covered in the opinions delivered on the Closing Date; and (viii) If such Subsequent Transfer Date is the last Subsequent Transfer Date, the Seller shall have delivered an Officer's Certificate to the Indenture Trustee Trustee, with a copy to each Rating Agency, of an agreed upon procedures letter from KPMG Peat Marwick to the effect that each Loan Group, after giving effect to all additions of Subsequent Mortgage Loans satisfies the description thereof set forth on page S-29 of the Prospectus Supplement. (c) The Seller and the Grantor Trustee confirming that the representations shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 2.05 with respect to the Subsequent Mortgage Loans and Transferor, as applicable, as of the delivered on each Subsequent Transfer Date;. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans. (viid) On the Grantor Business Day prior to the Distribution Date in February 1997, the Seller shall deliver to the Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits for deposit into the Collection Distribution Account an amount equal to 30 days' interest on such Subsequent Loan at the Home applicable Net Mortgage Rate on the original Principal Balance of each Subsequent Mortgage Loan Interest Rate less the applicable Servicing Fee rate (each such amount, that does not have a "Capitalized Interest Subsequent Deposit"), in which event the first payment due on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28or before February 1, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%1997, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar but only to the Initial Loans, (IX) extent necessary to pay the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed aggregate Class Monthly Interest Amount on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings Offered Certificates for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture TrusteeDistribution Date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's Trust Administrator’s delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in purchase price therefor, (i) the Pre-Funding Account, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to DLJ Mortgage Capital, Inc. (“DLJ”), (ii) DLJ shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor and (iii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all of its right, title and interest of the Seller, DLJ and the Depositor, as applicable, in and to each Subsequent Mortgage Loan listed on transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee Scheduled Principal Balance as of the Subsequent Cut-Off Date after giving effect to payments of principal due on or before the Subsequent Cut-Off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-Off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfers by the Seller to DLJ, by DLJ to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule attached thereto shall be absolute and shall be intended by the Seller, DLJ, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Transferor Seller to DLJ, as a sale by DLJ to the Grantor TrusteeDepositor and as a sale by the Depositor to the Trust. The parties hereto intend that for federal income tax purposes the transfer of Subsequent Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.04 from the Transferor Seller to DLJ, from DLJ to the Grantor Trustee Depositor and by the Depositor to the Trust pursuant to this Agreement and each Subsequent Transfer Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, each of the Transferor intends Seller, DLJ and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to DLJ, DLJ shall be deemed to have granted and does hereby grant to the Grantor Trustee Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller, of DLJ and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.04 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Scheduled Principal Balances Balance of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date so transferredDate. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the related documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Seller shall transfer and deliver to the Indenture Trustee, Trustee or the Custodian on behalf of the Grantor Indenture Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above of this Section 2.04 only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) the Transferor The Seller shall have provided the Servicer, the Indenture Trustee, Grantor Trustee the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Scheduled Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation informed the Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Subservicer prior to the applicable Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates; (ii) the Transferor The Seller shall have deposited delivered to the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit I; (iii) The Seller shall have delivered to the Trust Administrator for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, the Transferor Seller was not insolvent, would the Seller will not be made insolvent by such transfer and was the Seller is not aware of any pending insolvency; (ivv) the Such addition will not result in a material adverse tax consequence to any Noteholder; (vi) The Pre-Funding Period shall not have endedterminated; (vvii) the Transferor The Seller shall have provided the Indenture Trustee, the Trust Administrator, DLJ Mortgage Capital, Inc., the Depositor and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from the Seller to DLJ Mortgage Capital, Inc. and the enforceability of the Subsequent Transfer Agreement with respect to the Seller, which matters may be covered in the opinions delivered on the Closing Date; (viii) The Depositor shall have provided the Indenture Trustee, the Trust Administrator and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans from DLJ Mortgage Capital, Inc. to the Depositor and from the Depositor to the Trust, the enforceability of the Subsequent Transfer Agreement with respect to the Depositor and DLJ Mortgage Capital, Inc. and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the tax status of the Notes, which matters may be covered in the opinions delivered on the Closing Date; (ix) The aggregate Scheduled Principal Balance of Subsequent Mortgage Loans does not exceed the amount deposited in the Pre-Funding Amount as of the Closing Date; (x) The conditions specified in Exhibit J hereto shall be met; and (xi) On the last Subsequent Transfer Date, the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor Trust Administrator shall have delivered received an Officer's Certificate to the Indenture Trustee and the Grantor Trustee accountant’s letter confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in the aggregateExhibit J hereto. (c) Each party hereto shall comply with their respective obligations set forth in Sections 2.01, except for Section 3.04(2) thereof) 2.02, 3.01, 3.02 and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 3.03 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and Transferorreferences to the Initial Cut-Off Date or the Closing Date, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of deemed to refer to the applicable Cut-Off Date; (II) the lien securing any such related Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable or Subsequent Transfer Date, respectively, except that references to those of 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Mortgage Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment Trust, Series 2004-5)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee and the NIMs Insurer, the Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the related Pre-Funding Account, the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor, without recourse, all of its right, title and interest in and to each Subsequent Loan listed on the related Subsequent Loan Schedule. The transfer by the Transferor to the Grantor Trustee of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trustee. If the assignment and transfer of the Subsequent Loans and the other property specified in this Section 2.07 (a) from the Transferor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller in and to each Subsequent Home Equity Loan identified on the related Subsequent Loans Home Equity Loan Schedule the rights of the Seller and all other property conveyed assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Seller on or with respect to the Grantor Subsequent Home Equity Loans (other than the payment of principal and interest due on such Home Equity Loans on or before the Subsequent Cut-off Date), and the Depositor shall simultaneously transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders, all the right, title and interest of the Depositor in and to each Subsequent Home Equity Loan identified on the Home Equity Loan Schedule the rights of the Depositor and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Subsequent Home Equity Loans (other than the payment of principal and interest due on such Home Equity Loans on or before the Subsequent Cut-off Date). The amount released from the Group 1 Pre-Funding Account by the Trustee pursuant to this Section 2.07(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account 2.11 shall be one hundred percent (100%) % of the aggregate Scheduled Principal Balances of the Subsequent Home Equity Loans so transferred to Loan Group 1 as of the related Cut-Off Date off Date. The amount released from the Group 2 Pre-Funding Account by the Trustee pursuant to this Section 2.11 shall be 100% of the aggregate Scheduled Principal Balances of the Subsequent Home Equity Loans so transferredtransferred to Loan Group 2 as of the Cut-off Date. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account Accounts funds in an amount equal to one hundred percent (100%) of the aggregate Scheduled Principal Balances Balance of the Subsequent Home Equity Loans as of the related Cut-Off off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Home Equity Loans on behalf of the Grantor TrusteeTrust Fund pursuant to a fixed priced contract, along with the other property and rights related thereto described in paragraph (aSection 2.11(a) above hereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have provided the Indenture Trustee, Grantor Trustee and the NIMs Insurer will be provided Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Home Equity Loans conveyed on such Subsequent Transfer Date and shall designate the Subsequent Loans to be sold (such opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Original Home Equity Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in the Collection Account all principal collected after the related Cut-Off Date execution and interest payments collected after the related Cut-Off Date in respect delivery of each such Subsequent Loan and Transfer Agreement or conveyance of the related Subsequent Cut-Off Date DepositHome Equity Loans does not result in a reduction or withdrawal of any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee NIMs Insurer an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions set forth in Article II and this Section 2.11(b) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the be satisfied by such Subsequent Transfer Date; (viiiv) each Subsequent Home Equity Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Home Equity Loan set forth in this clause (iv), the obligation under Section 2.04 of this Agreement of the Seller to cure, repurchase or replace such Subsequent Home Equity Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee. (v) the Grantor Trustee shall Subsequent Home Equity Loans conveyed on such Subsequent Transfer Date were not purchase selected in a Subsequent Loan unless manner intended to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Home Equity Loan conveyed on such Subsequent Transfer Date was 30 or more days contractually delinquent delinquent; (vii) each Subsequent Home Equity Loan conveyed on such Subsequent Transfer Date is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Home Equity Loans on such Subsequent Transfer Date to the related Loan Group, the characteristics of such Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Home Equity Loans as set forth on the Home Equity Loan Schedule delivered on the Closing Date; provided that for the purpose of making such calculations, the characteristics for each Home Equity Loan made will be taken as of the applicable related Cut-Off Date; (II) the lien securing any off Date for such Subsequent Home Equity Loan: Loan must not be lower than third priority; (III) such Subsequent Group 1: Minimum Weighted Average Coupon: 10.95% Minimum Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined 7.00% Maximum Maturity 360 Months Maximum Weighted Average Remaining Term 348 Months Weighted Average Loan-to-Value Ratio 75.75% Maximum Loan-to-Value 90.00% Maximum Balloon Loan %: 2.00% Maximum State Concentration %: 19.00% Maximum Zip Code Concentration %: 2.00% Maximum Non-Owner Occupied %: 9.00% Maximum % C's & D's 17.00% Maximum % DTI > 40% 58.00% Minimum Weighted Average FICO 562 Maximum % Second Liens: 0.00% Maximum % 30 Day past due loans: 0.00% Loan Group 2: Minimum Weighted Average Coupon: 10.68% Minimum Loan Rate 7.50% Maximum Maturity 360 Months Maximum Weighted Average Remaining Term 360 Months Weighted Average Loan-to-Value Ratio 78.50% Maximum Loan-to-Value 90.00% Maximum Balloon Loan %: 1.00% Maximum State Concentration %: 33.00% Maximum Zip Code Concentration %: 1.00% Maximum Non-Owner Occupied %: 5.00% Maximum % C's & D's 19.00% Maximum % DTI > 40% 64.00% Minimum Weighted Average FICO 562 Maximum % Second Liens: 0.00% Maximum % 30 Day past due loans: 0.00% (ix) neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of no more than 125%, (VIII) Subsequent Home Equity Loans on such Subsequent Transfer Date; (x) delivery of a letter or letters addressed to the Trustee and the NIMs Insurer from an independent accountant retained by the Seller confirming that the characteristics of each Loan must Group, following the acquisition of the related Subsequent Home Equity Loans, conform to the characteristics identified in this Section 2.11(b)(viii). In the event such accounting firm requires the Trustee to agree to the procedures performed by such accounting firm, the Seller shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Seller, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures; (xi) delivery to the Trustee and the NIMs Insurer of an Opinion of Counsel, which Opinion of Counsel shall not be underwrittenat the expense of either the Trustee or the Trust Fund, re-underwritten addressed to the Trustee, to the effect that such purchase of Subsequent Home Equity Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or reviewedcontributions after the Startup Date, as applicable, defined in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IXSections 860F(a)(2) the representation and warranty contained in Section 3.04(2860G(d) of the Sale and Servicing AgreementCode, concerning respectively or (ii) cause the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have Trust Fund to fail to qualify as a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereofREMIC at any time that any Certificates are outstanding; and (ixxii) delivery to the Trustee of the Mortgage File for each proposed Subsequent Home Equity Loan must to be listed transferred pursuant to the related Subsequent Transfer Agreement. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be entitled to rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (c) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and funds distributed from the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement Accounts and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Accounts and the Pre-Funding Account and the Capitalized Interest AccountAccounts. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the a Pre-Funding Account or from the a Capitalized Interest AccountAccount as a result of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Asset Backed Sec Corp Home Equity Loan Series 2000 Lb1)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement, and deliver a copy of it to the NIM Insurer. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received by the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.09 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.09 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.09 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.09 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Loans as of the related Cut-Off Date so transferredMortgage Loans. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph Section 2.09 (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided the Indenture Trustee, Grantor Trustee and Opinions of Counsel addressed to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date and shall designate (the Subsequent Loans to be sold opinions being substantially similar to the Grantor Trustee and opinions delivered on the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Closing Date and to the Rating Agencies shall have provided written confirmation that with respect to the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification sale of the ratings then in effect for Initial Mortgage Loans on the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of the any ratings assigned to the Certificates by the Ratings Agencies; (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.09(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (iv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not to be adverse to the interests of the Certificateholders; (vi) no Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days delinquent; (vii) each Subsequent Mortgage Loan conveyed on the Grantor Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is secured by a first lien on the related Mortgaged Property; (viii) following the conveyance of the Subsequent Mortgage Loans on the Subsequent Transfer Date to the related Loan Group, the characteristics of the Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Initial Mortgage Loans as set forth on the Mortgage Loan Schedule delivered on the Closing Date; provided that for the purpose of making the calculations, the characteristics for each Mortgage Loan made will be taken as of the related Cut-off Date for the Mortgage Loan: Loan Group 1: Variation Loan Weighted Average Coupon:.................... -0.01% Weighted Average Maturity........................ +/- 3 months Weighted Average Combined Loan-to-Value Ratio:... + 0.61% Weighted Average FICO Score...................... -5 points Balloon Loans:................................... + 0.01% Maximum Principal Balance........................ + 2.00% State Concentration:............................. + 1.01% Zip Code Concentration:.......................... + 2.00% Non-Owner Occupied:.............................. + 0.71% Loan Group 1: Variation Second Liens:.................................... + 0.11% Manufactured Housing:............................ + 2.27% Loan Group 2: Variation Loan Weighted Average Coupon:.................... - 0.01% Weighted Average Maturity........................ +/- 1 month Weighted Average Combined Loan-to-Value Ratio:... + 0.34% Weighted Average FICO Score...................... -5 points Performance Loans:............................... + 0.00% Maximum Principal Balance........................ + $0.00 State Concentration:............................. + 1.00% Zip Code Concentration:.......................... + 2.00% Non-Owner Occupied:.............................. + 0.24% First Liens:..................................... + 0.00% Manufactured Housing:............................ + 0.02% (ix) neither the Seller nor the Depositor is insolvent and neither the Seller nor the Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage Loans on the Subsequent Transfer Date; (x) delivery of a letter or letters addressed to the Trustee from an independent accountant retained by the Depositor confirming that the characteristics of each Loan Group, following the acquisition of the related Subsequent Mortgage Loans, conform to the characteristics identified in this Section 2.09(d); (xi) delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase of Subsequent Mortgage Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; (xii) delivery to the Trustee of the Mortgage File for each Subsequent Mortgage Loan unless to be transferred pursuant to the related Subsequent Transfer Agreement; and (Axiii) the Rating Agencies NIM Insurer shall consent thereto (have consented to the transfer of the Subsequent Mortgage Loans, which consent shall not be unreasonably withheld withheld. The Trustee shall not be required to investigate or otherwise verify compliance with these conditions, except for its own receipt of documents specified above, and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar entitled to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed rely on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositorrequired Officer's Certificate. (ce) In connection with each Subsequent Transfer Date and on the related Payment Distribution Date, the Indenture Trustee Seller shall determine (i) the amount and correct dispositions of the funds distributed from the Capitalized Interest Requirement Account and the Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Capitalized Interest Account and the Pre-Funding Account and the Capitalized Interest Account. In If the event that Trustee releases any amounts are released as from a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest AccountAccount because of the Seller's calculation error, the Indenture Trustee shall not be liable therefor therefor, and the Transferor Seller shall immediately repay such the amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indy Mac Abs Inc Home Equity Mor Ln as Bk Tr Ser SPMD 2002-A)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (d) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Grantor Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans set forth and the other property specified in this Section 2.08 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire interest of the Seller in the related Subsequent Transfer Mortgage Loans and all other property conveyed to the Depositor pursuant to this Section 2.08 and all proceeds thereof, and (ii) this Agreement shall be absolute and shall be intended by all parties hereto to be treated as constitute a sale by the Transferor to the Grantor Trusteesecurity agreement under applicable law. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.08 from the Transferor Depositor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Depositor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust Fund pursuant to this Section 2.07(a) 2.08 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. . (c) The amount released to the Transferor from the Pre-Funding Account by the Trustee pursuant to this Section 2.08 shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of so transferred to the related Cut-Off Date so transferredTrust Fund. (bd) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute withdraw from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash Trust Fund to purchase the Subsequent Mortgage Loans on behalf of the Grantor TrusteeTrust Fund, along with the other property and rights related thereto described in paragraph (aSection 2.08(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions: (i) the Transferor shall have Trustee will be provided Opinions of Counsel addressed to the Indenture Trustee, Grantor Trustee Rating Agencies and the Underwriters with respect to the sale of the Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date (the opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as sale of the related Cut-Off Date and Initial Mortgage Loans on the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding NotesClosing Date); (ii) the Transferor shall have deposited in execution and delivery of the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect Subsequent Transfer Agreement or conveyance of each Subsequent Loan and the related Subsequent Cut-Off Date DepositMortgage Loans does not result in a reduction or withdrawal of any ratings assigned to the Offered Certificates by the Ratings Agencies (subject, with respect to any Class of Certificates to which S&P has assigned a rating, prior confirmation by S&P of no such reduction or withdrawal); (iii) the Transferor Depositor shall have delivered an Officer's Certificate deliver to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant conditions in Article II and this Section 2.08(d) required to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of be satisfied by the Subsequent Transfer Date; (viiiv) each Subsequent Mortgage Loan conveyed on the Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement; (v) the Grantor Trustee shall Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date were selected in a manner reasonably believed not purchase a Subsequent Loan unless to be adverse to the interests of the Certificateholders; (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (Ivi) no Subsequent Loans may be Mortgage Loan conveyed on the Subsequent Transfer Date was 30 or more days contractually delinquent as delinquent; (vii) the aggregate of the applicable PO Percentage multiplied by the Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding off Date Principal Balance of at least $2,500 as of each Subsequent Mortgage Loan shall not exceed the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial PoolPO Sublimit Amount; (viii) in connection with following the transfer and assignment conveyance of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed Mortgage Loans on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions characteristics of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date Mortgage Loans held in accordance with the provisions of Trust Fund listed below will not vary by more than the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee permitted variance listed below from the Pre-Funding Account average or from weighted average of such characteristic as presented in the Capitalized Interest AccountProspectus Supplement; provided that for the purpose of making the calculations, the Indenture Trustee shall not characteristics for each Mortgage Loan made will be liable therefor and taken as of related Cut-off Date for the Transferor shall immediately repay such amounts to the Indenture Trustee.Mortgage Loan: 44

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac MBS, Inc. Residential Asset Securitization Trust 2005-A1)

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in this Article II paragraph (b) below and pursuant to the terms of the related each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's ’s delivery, on behalf of the Grantor TrusteeTrust, on each the related Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Transferor Seller shall on such any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Grantor TrusteeDepositor and the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all of its right, title and interest of the Seller and Depositor, as applicable, in and to each Subsequent Mortgage Loan listed on transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Principal Balance as of the related Cut-Off Date after giving effect to payments of principal due on or before the Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and interest due on or before such Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan Scheduleand which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Transferor Seller to the Grantor Trustee Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth in on the related Subsequent Transfer Agreement Mortgage Loan Schedule shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto to be treated as a sale by the Transferor Seller to the Grantor TrusteeDepositor and as a sale by the Depositor to the Trust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.07 (a) 2.13 from the Transferor Seller to the Grantor Trustee Depositor and by the Depositor to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, both the Transferor intends Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor Seller shall be deemed to have granted and does hereby grant to the Grantor Trustee Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of each such Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor Seller and of the Depositor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Grantor Trustee Trust pursuant to this Section 2.07(a) 2.13 and all proceeds thereof, thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account purchase price shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferredDate. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Trustee or the Custodian on behalf of the Trustee, the Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans. (b) The Indenture Trustee, Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related applicable Subsequent Transfer Date: (i) The Seller and the Transferor Depositor shall have provided the Indenture TrusteeServicer, Grantor the Certificate Insurer, the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given no fewer not less than two Business Days prior to the related applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Grantor Trustee Trust and the aggregate Principal Balances Balance of such Subsequent Mortgage Loans as of the related Cut-Off Date and the Rating Agencies shall not have provided written confirmation informed the Seller, the Depositor or the Trustee prior to the applicable Subsequent Transfer Date that the purchase inclusion of such Subsequent Mortgage Loans will not would result in a downgrade, the downgrade or withdrawal or qualification of the ratings then in effect for assigned to the Outstanding NotesOffered Certificates without regard to the Certificate Insurance Policy; (ii) The Seller and the Transferor Depositor shall have deposited delivered to the Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit D; (iii) The Seller shall have delivered to the Servicer for deposit in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Depositoff Date; (iiiiv) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as As of each Subsequent Transfer Date, neither the Transferor Seller nor the Depositor was not insolvent, would not neither the Seller nor the Depositor will be made insolvent by such transfer and was not neither the Seller nor the Depositor is aware of any pending insolvency; (ivv) Such addition will not result in a material adverse tax consequence to any REMIC or the Pre-Holders of the Certificates; (vi) The Funding Period shall not have endedterminated; (vvii) The Seller and the Transferor Depositor shall have delivered provided the Trustee, the Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the Indenture Trustee sale (i.e., “True Sale Opinion”) of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the Grantor Trustee an Officer's Certificate confirming effect that the satisfaction transfer of each condition precedent specified in this paragraph (b) and such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the related Subsequent Transfer Agreementopinions delivered on the Closing Date; (viviii) The aggregate Principal Balance of Subsequent Mortgage Loans does not exceed the Transferor Original Pre-Funded Amount; (ix) The conditions specified in Exhibit S hereto shall be met; and (x) On the last Subsequent Transfer Date, the Trustee shall have delivered received an Officer's Certificate to the Indenture Trustee and the Grantor Trustee accountant’s letter confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit S hereto. (c) The Seller, the aggregateDepositor, except for the Custodian and the Trustee shall comply with their respective obligations set forth in Section 3.04(2) thereof) 2.01, 2.02, 2.04 and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct 2.05 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and Transferorreferences to the Cut-Off Date or the Closing Date, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of deemed to refer to the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective related Cut-Off Date comparable or Subsequent Transfer Date, respectively, except that references to those of 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Mortgage Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer Date and on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Renaissance Home Equity Loan Tr Asset BKD Cer Series 2002-3)

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement, and deliver a copy of it to the NIM Insurer. Subject to the satisfaction of the conditions set forth in this Article II and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Grantor Trustee, delivery on each Subsequent Transfer Date to or upon the order of the Transferor, Seller of all or a portion of the balance of funds in the Pre-Funding AccountAccount (net of investment earnings), the Transferor Seller shall on such each Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse transfer to the Grantor TrusteeDepositor, without recourse, all the interest of its right, title and interest the Seller in and to each Subsequent Mortgage Loan listed on the related Subsequent Mortgage Loan Schedule. The transfer Schedule delivered by the Transferor to Seller on the Grantor Trustee of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Grantor Trustee. If the assignment and transfer of the Subsequent Loans and the other property specified in this Section 2.07 (a) from the Transferor to the Grantor Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Transferor shall be deemed to have granted and does hereby grant to the Grantor Trustee as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Transferor in and to the related Subsequent Loans and all other property conveyed to the Grantor Trustee pursuant to this Section 2.07(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Indenture Trustee, on behalf of the Grantor Trustee and as provided in Section 5.05 of the Sale and Servicing Agreement, shall contribute from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Grantor Trustee and use such cash to purchase the Subsequent Loans on behalf of the Grantor Trustee, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) , including all interest and principal received or receivable by the Transferor shall have provided the Indenture Trustee, Grantor Trustee and the Rating Agencies Seller on or with an Addition Notice, which notice shall be given no fewer than two Business Days prior respect to the related each Subsequent Transfer Date and shall designate the Subsequent Loans to be sold to the Grantor Trustee and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Notes; (ii) the Transferor shall have deposited in the Collection Account all principal collected Mortgage Loan after the related Cut-Off off Date and all interest and principal payments collected on each Subsequent Mortgage Loan received by the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Transferor shall have delivered to the Indenture Trustee and the Grantor Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (vi) the Transferor shall have delivered an Officer's Certificate to the Indenture Trustee and the Grantor Trustee confirming that the representations and warranties of the Transferor pursuant to Section 3.04 of the Sale and Servicing Agreement (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate, except for Section 3.04(2) thereof) and pursuant to Section 3.02 of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Loans and Transferor, as applicable, as of the Subsequent Transfer Date; (vii) the Grantor Trustee shall not purchase a Subsequent Loan unless (A) the Rating Agencies shall consent thereto (which consent shall not be unreasonably withheld and shall be evidenced by a letter from the Rating Agencies) and (B) the following conditions shall have been satisfied: (I) no Subsequent Loans may be 30 or more days contractually delinquent as of the applicable Cut-Off Date; (II) the lien securing any such Subsequent Loan must not be lower than third priority; (III) such Subsequent Loan must have an outstanding Principal Balance of at least $2,500 as of the applicable Cut-Off Date; (IV) the first payment on such Subsequent Loan must be due no later than the last day of the Due Period immediately succeeding the Due Period in which it is transferred, unless the Transferor deposits into the Collection Account 30 days' interest on such Subsequent Loan at the Home Loan Interest Rate less the applicable Servicing Fee rate (each such amount, a "Capitalized Interest Subsequent Deposit"), in which event the first payment on such Subsequent Loan must be due no later than the last day of the second Due Period following the Due Period in which the transfer occurs; (V) such Subsequent Loan is a fully amortizing loan with level payments over the remaining term of no fewer than 10 years and no more than 25 years and the scheduled maturity will be no later than August 28, 2023; (VI) such Subsequent Loan must have a Home Loan Interest Rate of at least 9.99%; (VII) any such Subsequent Loan must have an original Combined Loan-to-Value Ratio of no more than 125%, (VIII) such Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines of the Transferor in effect at such time or in a manner similar to the Initial Loans, (IX) the representation and warranty contained in Section 3.04(2) of the Sale and Servicing Agreement, concerning the status of the Home Loans on each subsequent Transfer Date under Treasury Regulation Section 301.7701(i)-1, is true, and (X) following the purchase of such Subsequent Loans by the Grantor Trustee, the Home Loans included in the Pool must have a weighted average interest rate and a weighted average remaining term to maturity as of each respective Cut-Off Date comparable to those of the Initial Loans included in the initial Pool; (viii) in connection with the transfer and assignment of the Subsequent Loans, the Transferor shall satisfy the document delivery requirements set forth in Section 2.05 hereof; and (ix) each proposed Subsequent Loan must be listed on the Home Loan Schedule hereto as the same may be amended from time to time with the approval of the Depositor. (c) In connection with each Subsequent Transfer off Date and all interest and principal payments on the related Payment Date, the Indenture Trustee shall determine (i) the amount and correct dispositions of the Capitalized Interest Requirement and Pre-Funding Account Earnings for such Payment Date in accordance with the provisions of the Sale and Servicing Agreement and (ii) any other necessary matters in connection with the administration of the Pre-Funding Account and the Capitalized Interest Account. In the event that any amounts are released as a result of calculation error by the Indenture Trustee from the Pre-Funding Account or from the Capitalized Interest Account, the Indenture Trustee shall not be liable therefor and the Transferor shall immediately repay such amounts to the Indenture Trustee.each

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc Home Eq Mort Loan as Back Tr Ser SPMD 2002 B)