PRELIMINARY STATEMENT Clause Samples
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PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreements and the Reserve Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of...
PRELIMINARY STATEMENT. The Company intends to sell certain mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of seventeen classes of certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) the Class II-A-3 Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv) the Class C Certificates, (xv) the Class P Certificates, (xvi) the Class R Certificates and (xvii) the Class R-X Certificates. As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, any Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental Interest Trust and the Interest Rate Swap Agreement) as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC 1 Regular Interests shall be certificated. Designation Uncertificated REMIC 1 Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date(1) I Variable(2) $ 43,200,091.53 March 25, 2037 II Variable(2) $ 8,046,584.07 March 25, 2037 I-1-B Variable(2) $ 4,917,437.46 March 25, 2037 I-3-B Variable(2) $ 6,683,617.74 March 25, 2037 I-4-B Variable(2) $ 7,559,243.48 March 25, 2037 I-5-B Variable(2) $ 8,395,396.74 March 25, 2037 I-6-B Variable(2) $ 9,199,397.74 March 25, 2037 I-7-B Variable(2) $ 9,765,853.13 March 25, 2037 I-8-B Variable(2) $ 9,968,153.03 March 25, 2037 I-10-B Variable(...
PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes will consist of two REMICs. The Lower-Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the Lower-Tier REMIC Regular Interests and proceeds thereof in the Distribution Account) and will be evidenced by the Lower-Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower-Tier REMIC) and the Class LR Interest as the single "residual interest" in the Lower-Tier REMIC. The Trustee will hold the Lower-Tier REMIC Regular Interests. The Upper-Tier REMIC will consist of the Lower-Tier REMIC Regular Interests and proceeds thereof in the Distribution Account and will be evidenced by the Regular Certificates (which will represent the "regular interests" in the Upper-Tier REMIC) and the Class UR Interest as the single "residual interest" of the Upper-Tier REMIC. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount): INITIAL CLASS INTEGRAL PRINCIPAL INITIAL MULTIPLES BALANCE OR PASS-THROUGH MINIMUM IN EXCESS OF NOTIONAL AMOUNT RATE DENOMINATION MINIMUM --------------- ------------ ------------ ------------ Class 1-A-1 $ 228,683,000 6.00% $ 25,000 $1 Class A-R(1) $ 100 6.00% $ 100 N/A Class 2-A-1 $ 92,906,000 5.00% $ 25,000 $1 Class 3-A-1 $ 58,512,000 7.00% $ 25,000 $1 Class 4-A-1 $ 62,561,000 6.50% $ 25,000 $1 Class 5-A-1 $ 14,495,000 5.50% $ 25,000 $1 Class 6-A-1 $ 30,282,000 6.00% $ 25,000 $1 Class 6-A-2 $ 7,778,000 6.00% $ 25,000 $1 Class 6-A-3 $ 3,526,000 6.00% $ 25,000 $1 Class 6-A-4 $ 2,627,000 6.00% $ 25,000 $1 Class 6-A-IO (2) 6.00% $ 100,000 $1 Class 6-A-PO $ 86,960 (3) $ 100,000 $1 Class 7-A-1 $ 39,023,000 7.00% $ 25,000 $1 Class 15-A-X (4) 6.00% $ 100,000 $1 Class 15-PO $ 572,366 (5) $ 100,000 $1 Class 30-A-X (6) 6.50% $ 25,000 $1 Class 30-PO $ 1,924,413 (7) $ 25,000 $1 Class B-1 $ 15,884,000 (8) $ 25,000 $1 Class B-2 $ 7,220,000 (8) $...
PRELIMINARY STATEMENT or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.
PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following ta...
PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of any Premium, the Supplemental Interest Trust Account, the Swap Agreement, the SB-AM Swap Agreement, the Yield Maintenance Agreement and the Corridor Agreements) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE I-1-A Variable(1) $5,063,438.015 January 2037 I-2-A Variable(1) $5,461,321.125 January 2037 I-3-A Variable(1) $6,341,167.380 January 2037 I-4-A Variable(1) $6,733,438.720 January 2037 I-5-A Variable(1) $6,352,366.055 January 2037 I-6-A Variable(1) $5,779,893.775 January 2037 I-7-A Variable(1) $5,314,448.385 January 2037 I-8-A Variable(1) $4,901,330.220 January 2037 I-9-A Variable(1) $4,570,975.205 January 2037 I-10-A Variable(1) $4,309,653.115 January 2037 I-11-A Variable(1) $4,031,713.360 January 2037 I-12-A Variable(1) $3,798,356.775 January 2037 I-13-A Variable(1) $3,606,300.030 January 2037 I-14-A Variable(1) $4,171,766.385 January 2037 I-15-A Variable(1) $7,364,937.570 January 2037 I-16-A Variable(1) $10,471,354.695 January 2037 I-17-A Variable(1) $8,477,731.365 January 2037 I-18-A Variable(1) $6,353,782.1...
PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.
PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.
PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprising of the Mortgage Loans, the Pre-Funding Account and the Interest Coverage Account and certain other related assets subject to this Agreement. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Master Servicer Prepayment Charge Payment Amount, the Pre-Funding Account and the Interest Coverage Account) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated. Designation REMIC I Initial Latest Possible Maturity Date(1) Remittance Rate Uncertificated Balance ---------------- --------------- ---------------------- I-LT1 Variable(2) I-LT2 Variable(2) I-LT3 Variable(2) I-LT4 Variable(2) I-LT5 Variable(2) I-LT6 Variable(2) I-LT7 Variable(2) I-LTP Variable(2) _____________