Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan 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 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 Seller of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller 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, 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. 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 Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date: (i) The Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance Policy; (ii) The Seller shall have 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 and interest collected to the extent accrued and due after the related Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency; (v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates; (vi) The Funding Period shall not have terminated; (vii) The Seller shall have provided the Trustee, the Certificate Insurer and 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 which matters may be covered in the opinions delivered on the Closing Date; (viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29. (ix) The conditions specified in Exhibit Q hereto shall be met; and (x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto. (c) 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. 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Delta Funding Home Equity Loan Trust 2000-4)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's Securities Administrator’s delivery, on behalf of the TrustIssuing Entity, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the TrustDepositor 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 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) the related Stated Principal Balance as of the related Cut-Off off Date after giving effect to payments of principal due on or before the Cut-Off off Date; (ii) all collections in respect of interest and principal received after the related Cut-Off off Date (other than principal and interest due on or before such Cut-off Date)) including all Subsequent Mortgage Loan Interest relating to the 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 transfer 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 on the Subsequent Mortgage Loan Schedule to the Trust attached thereto shall be absolute and shall be intended by the Seller Seller, the Depositor and all parties hereto hereto, to be treated as a sale by the Seller to the TrustDepositor and as a sale by the Depositor to the Trustee on behalf of the Issuing Entity. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 2.04 from the Seller to the Trust 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 Seller intends 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 Seller shall be deemed to have granted and does hereby grant to the Trust 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 such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee on behalf of the Issuing Entity pursuant to this Section 2.13 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The 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 off Date. 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 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 Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Servicers, the Trustee, the Depositor, the Securities Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust Issuing Entity and the aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Servicers or the Trustee Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyCertificates;
(ii) The Seller shall have delivered to the Trustee 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 DI;
(iii) The Seller shall have delivered to the Servicer 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;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to the Trust Estate or any REMIC or the Holders of the CertificatesCertificateholder;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller Depositor shall have provided the Trustee, the Certificate Insurer Trustee 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 TrusteeTrust, 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 any REMIC as a REMIC the Certificates, which matters may be covered in the opinions delivered on the Closing Date;
(viii) The aggregate Stated Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.the amount deposited in the Pre-Funding Account as of the Closing Date;
(ix) The conditions specified in Exhibit Q J hereto shall be met; and;
(x) On the last Subsequent Transfer Date, the Trustee shall have received an Independent accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q J hereto; and
(xi) The Trustee on behalf of the Issuing Entity shall have provided 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) The Seller, the Custodian and the Trustee Each party hereto shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, 2.04 and 2.05 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 references to the Cut-off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Cut-off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Pooling and Servicing Agreement (NYMT Securities CORP)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's ’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, (i) all right, title and interest of the Seller in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Principal Balance as of the related Cut-Off Date Principal Balance and all interest accruing thereon after giving effect to payments of principal due on or before the Cut-Off Date; (ii) related Due Date in the calendar month preceding the Subsequent Transfer Date and all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and payments in respect of accrued interest due on or before such Cut-off Subsequent Mortgage Loans through the related Due Date in the calendar month preceding the Subsequent Transfer Date); (iiiii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) its interest in any insurance policies in respect of such Subsequent Mortgage LoanLoans; and (viv) all proceeds of any of the foregoing. The transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on in the Subsequent Mortgage Loan Schedule to the Trust Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.13 2.14 from the Seller 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, 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 2.14 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off DateLoans. 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 Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee Trust the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) above of this Section 2.14 only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Depositor, the Servicer, the Trustee, the Certificate Insurer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Depositor, the Certificate Insurer or the Trustee prior to the applicable Subsequent Transfer Date in writing that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Class A Certificates (without regard to taking the Certificate Insurance PolicyPolicy into account);
(ii) The Seller shall have delivered to the Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit DP;
(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 Due Date in the calendar month preceding the month of the Subsequent Transfer Date;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates;
(vi) The Funding Period shall not have terminated;
(viivi) The Seller shall have provided the Trustee, the Certificate Insurer and 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 created hereunder as a REMIC or result in a material adverse tax consequence to any REMIC created hereunder or the Holders of Certificates, which matters may be covered in the opinions delivered on the Closing Date;
(viiivii) The aggregate Aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.
(ix) The conditions specified in Exhibit Q hereto shall be metthe Original Pre-Funded Amount; and
(xviii) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), ) satisfy the parameters set forth in Exhibit Q hereto.
(c) The Seller, the Custodian Seller and the Trustee shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, and 2.04 and 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 references to the Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Cut-Off Date or Subsequent Transfer Date Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage LoansLoans including such representations made under Sections 2.04(iii), 2.04(vi), 2.04(xlvii) and 2.04(xlix). Except as specifically provided in the immediately preceding sentence each Subsequent Mortgage Loan complies with each representation and warranty in Section 2.04(a) as of the related Cut-Off Date (or such other date specified).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Home Loan Mortgage Loan Trust 2005-1)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all 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) the related Stated Principal Balance as of the related 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 related 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 transfer transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust attached thereto shall be absolute and shall be intended by the Seller Seller, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor 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 Mortgage Loans and the other property specified in this Section 2.13 2.04 from the Seller to the 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 Seller intends 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 Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The 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. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Trustee or the Custodian on behalf of the Indenture Trustee, the Related Documents 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 Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Trustee Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyNotes;
(ii) The Seller shall have delivered to the Trustee 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 DI;
(iii) The Seller shall have delivered to the Servicer Trust Administrator 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;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the CertificatesNoteholder;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller shall have provided the Indenture Trustee, the Certificate Insurer 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 Trustee, Depositor and the enforceability of the Subsequent Transfer Agreement and with respect to the effect that Seller and the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC 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 with adjustable Loan Rates does not exceed $4,332,869.29.the amount deposited in the Pre-Funding Account as of the Closing Date;
(ixx) The conditions specified in Exhibit Q J hereto shall be met; and;
(xxi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q J hereto; and
(xii) The Issuer shall have provided the Indenture Trustee, the 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) The Seller, the Custodian and the Trustee Each party hereto shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, 2.04 3.01, 3.02 and 2.05 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 references to the Initial Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Transfer and Servicing Agreement (New York Mortgage Trust 2005-3)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on 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 Depositor and (iii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller Seller, DLJ and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Principal Balance as of the related 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 related 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 transfer 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 on the Subsequent Mortgage Loan Schedule to the Trust attached thereto shall be absolute and shall be intended by the Seller Seller, DLJ, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to DLJ, as a sale by DLJ to the Depositor 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 Mortgage Loans and the other property specified in this Section 2.13 2.04 from the Seller to DLJ, from DLJ to the 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 Seller 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 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 Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller Seller, of DLJ and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The 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. 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 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 or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Trustee Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyCertificates;
(ii) The Seller shall have delivered to the Trustee 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 DI;
(iii) The Seller shall have delivered to the Servicer Trust Administrator 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;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the CertificatesNoteholder;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller shall have provided the Indenture Trustee, the Certificate Insurer 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 the TrusteeDLJ Mortgage Capital, Inc. and the enforceability of the Subsequent Transfer Agreement and with respect to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC 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 with adjustable Loan Rates does not exceed $4,332,869.29.the amount deposited in the Pre-Funding Amount as of the Closing Date;
(ixx) The conditions specified in Exhibit Q J hereto shall be met; and
(xxi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q J hereto.
(c) The Seller, the Custodian and the Trustee Each party hereto shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, 2.04 3.01, 3.02 and 2.05 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 references to the Initial Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Transfer and Servicing Agreement (Fieldstone Mortgage Investment Trust, Series 2004-5)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trustee's delivery, delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller applicable Seller(s) of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller applicable Seller(s) shall on any such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all of the Seller(s)' right, title and interest of the Seller in and to each related Subsequent Mortgage Loan transferred pursuant listed in the mortgage loan schedule attached as an exhibit to such the related Subsequent Transfer Agreement, Agreement including (i) the related Principal Balance as of the related Cut-Off Date Principal Balance and all interest payments due after giving effect to payments of principal due on or before the related 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) any real property which that secured such Subsequent Mortgage Loan and which that has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (viv) all proceeds of any the foregoing to the Trustee for the benefit of the foregoingCertificateholders. The transfer by the Seller Seller(s) to the Trustee, for the benefit of the Certificateholders, of the Subsequent Mortgage Loans set forth on in the Subsequent Mortgage Loan Schedule mortgage loan schedule attached as an exhibit to the Trust 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 Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller Seller(s) 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, 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement Fund under applicable law, however, for financial reporting purposes the Seller(s) intend to treat any such transaction as the incurrence of debt by the applicable Seller(s). The purchase price amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. so transferred.
(b) On or before each Subsequent Transfer Date, the Seller Trustee shall deliver to, and deposit with withdraw from the Trustee or the Custodian on behalf Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the Trustee, aggregate of the Related Documents with respect applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to each Subsequent Mortgage Loan transferred the Trust Fund on such Subsequent Transfer Date, Date and the related Subsequent Mortgage Loan Schedule in computer readable format with respect shall use such cash to purchase such Subsequent Mortgage Loans.
(b) The Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and , 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 applicable such Subsequent Transfer Date:
(i) The Seller the Seller(s) shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two five Business Days prior to the applicable such Subsequent Transfer Date and shall designate (a) the Subsequent Mortgage Loans to be sold to the Trust and Trust, (b) the aggregate Cut-Off Date Principal Balance of such Mortgage Subsequent Loans, (c) the amount required to be remitted to the Trustee pursuant to Section 2.09(b)(ii) with respect to such Subsequent Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of (d) whether such Subsequent Mortgage Loans would result in the downgrade Loan is a Group I Subsequent Loan, Group II-A Subsequent Loan or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyGroup II-B Subsequent Loan;
(ii) The Seller the Seller(s) shall have delivered remitted to the Trustee a duly executed for deposit in the Certificate Account all principal and interest payments due and collected after the applicable Cut-Off Date or due after such Cut-Off Date but collected before such Cut-Off Date in respect of each Subsequent Transfer Agreement in substantially the form of Exhibit DLoan;
(iii) The Seller the Seller(s) shall have delivered an Officer's Certificate 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;
(iv) As Trustee confirming that, as of each Subsequent Transfer Date, the Seller was Seller(s) were not insolvent insolvent, nor will the Seller would they be made insolvent by such transfer transfer, nor is the Seller were they aware of any pending insolvency;
(iv) the Funding Period shall not have ended;
(v) Such addition the Seller(s) shall have delivered to the 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 Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the representations and warranties of the Seller(s) pursuant to Section 2.03 hereof (other than to the extent such representations and warranties relate to statistical information as to the characteristics of the Initial Loans) are true and correct with respect to the Seller(s) and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date;
(vii) the Seller(s) shall have provided the Trustee with an Opinion of Counsel to the effect that the conveyance of the Subsequent Loans conveyed on the Subsequent Transfer Date:
(A) will not (1) 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 (2) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and
(B) will be characterized as a true sale and not as a loan secured by the Subsequent Loans;
(viii) in connection with the transfer and assignment of the Subsequent Loans, the Seller(s) shall satisfy the document delivery requirements set forth in Section 2.01(a) and (c) hereof;
(ix) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the conveyance of the Subsequent Loans as of the Subsequent Transfer Date will not result in a material adverse tax consequence to withdrawal or a downgrading by any REMIC or the Holders Rating Agency of the rating on any Class of Offered Certificates;
(vix) The Funding Period the Seller(s) shall not have terminateddelivered an Officer's Certificate to the Trustee confirming that the Rating Agencies shall have consented to the conveyance of the Subsequent Loans to the Trust Fund;
(viixi) The Seller the Seller(s) shall have provided the Trustee, the delivered an Officer's Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") Trustee confirming that following delivery of the Subsequent Mortgage Loans to the TrusteeTrust Fund, 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 which matters may be covered in the opinions delivered on the Closing Date;
(viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.
(ix) The conditions specified in Exhibit Q hereto shall be met; and
(x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy if any) and the parameters set forth in Exhibit Q hereto.Subsequent Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date):
(cA) The Seller, not more than 0.50% of the Custodian and Loans were 30-59 days contractually past due (assuming 30 day months);
(B) the Trustee weighted average Loan-to-Value Ratio of the Loans shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.04 and 2.05 with respect to not exceed 87.00%;
(C) the Subsequent weighted average FICO score of the Loans shall not be less than 631;
(D) the weighted average Mortgage Rate of the Loans delivered on each Subsequent Transfer Date. References in such Sections to shall not be less than 7.25%;
(E) the Initial Mortgage weighted average margin of the Group II Loans or Mortgage shall not be less than 6.60%;
(F) not more than 1.60% of the Loans shall be deemed to refer Mixed Use Loans;
(G) not less than 80.00% of the Loans will have prepayment penalties;
(H) not less than 97.00% of the Loans shall be secured by a first mortgage on the related Mortgaged Property;
(I) not less than 84.00% of the Loans shall have been originated pursuant to the Subsequent Mortgage Sellers' full documentation program;
(J) not less than 80.00% of the Loans and references to the Closing Date shall be deemed to refer to classified as "Grade A Credits" under the applicable Subsequent Transfer Date except that references to 360 days after Sellers' loan underwriting standards;
(K) not more than 15.00% of the Closing Date Loans shall remain unchanged as have borrowers located in the same state; (L) not more than 4.00% of the Loans shall representations made with specific reference to the Initial Mortgage be Balloon Loans.;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Equity One Mortgage Pass-Through Trust 2004-1)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's Indenture Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller Seller, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Scheduled Principal Balance as of the related 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 related 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 transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust 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 Seller 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 Mortgage Loans and the other property specified in this Section 2.13 2.04 from the Seller 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, 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Scheduled Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. 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 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 or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Scheduled Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Trustee Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyNotes;
(ii) The Seller shall have delivered to the Trustee 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 DI;
(iii) The Seller shall have delivered to the Servicer Trust Administrator 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;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the CertificatesNoteholder;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller shall have provided the Indenture Trustee, the Certificate Insurer 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 TrusteeTrust, the enforceability of the Subsequent Transfer Agreement and with respect to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC 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 with adjustable Loan Rates does not exceed $4,332,869.29.the amount on deposit in the Pre-Funding Account as of the Closing Date;
(ixx) The conditions specified in Exhibit Q J hereto shall be met; and
(xxi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q J hereto.
(c) The Seller, the Custodian and the Trustee Each party hereto shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, 2.04 3.01(b), 3.02 and 2.05 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 references to the Initial Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Transfer and Servicing Agreement (Fieldstone Mortgage Investment Trust, Series 2004-3)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trustee's delivery, delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller applicable Seller(s) of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller applicable Seller(s) shall on any such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all of the Seller(s)' right, title and interest of the Seller in and to each related Subsequent Mortgage Loan transferred pursuant listed in the mortgage loan schedule attached as an exhibit to such the related Subsequent Transfer Agreement, Agreement including (i) the related Principal Balance as of the related Cut-Off Date Principal Balance and all interest payments due after giving effect to payments of principal due on or before the related 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) any real property which that secured such Subsequent Mortgage Loan and which that has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (viv) all proceeds of any the foregoing to the Trustee for the benefit of the foregoingCertificateholders. The transfer by the Seller Seller(s) to the Trustee, for the benefit of the Certificateholders, of the Subsequent Mortgage Loans set forth on in the Subsequent Mortgage Loan Schedule mortgage loan schedule attached as an exhibit to the Trust 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 Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller Seller(s) 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 Fund 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable lawpurposes. The purchase price amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. so transferred.
(b) On or before each Subsequent Transfer Date, the Seller Trustee shall deliver to, and deposit with withdraw from the Trustee or the Custodian on behalf Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the Trustee, aggregate of the Related Documents with respect applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to each Subsequent Mortgage Loan transferred the Trust Fund on such Subsequent Transfer Date, Date and the related Subsequent Mortgage Loan Schedule in computer readable format with respect shall use such cash to purchase such Subsequent Mortgage Loans.
(b) The Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and , 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 applicable such Subsequent Transfer Date:
(i) The Seller the Seller(s) shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two five Business Days prior to the applicable such Subsequent Transfer Date and shall designate (a) the Subsequent Mortgage Loans to be sold to the Trust and Trust, (b) the aggregate Cut-Off Date Principal Balance of such Mortgage Subsequent Loans, (c) the amount required to be remitted to the Trustee pursuant to Section 2.09(b)(ii) with respect to such Subsequent Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of (d) whether such Subsequent Mortgage Loans would result in the downgrade Loan is a Group I Subsequent Loan, Group II-A Subsequent Loan or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyGroup II-B Subsequent Loan;
(ii) The Seller the Seller(s) shall have remitted to the Trustee for deposit in the Certificate Account all principal and interest payments due and collected after the applicable Cut-Off Date or due after such Cut-Off Date but collected before such Cut-Off Date in respect of each Subsequent Loan;
(iii) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that, as of each Subsequent Transfer Date, the Seller(s) were not insolvent, nor would they be made insolvent by such transfer, nor were they aware of any pending insolvency;
(iv) the Funding Period shall not have ended;
(v) the Seller(s) shall have delivered to the Trustee a duly executed an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement in substantially the form of Exhibit DAgreement;
(iiivi) The Seller the Seller(s) shall have delivered an Officer's Certificate to the Servicer for deposit in Trustee confirming that the Collection Account all principal collected representations and interest collected warranties of the Seller(s) pursuant to Section 2.03 hereof (other than to the extent accrued such representations and warranties relate to statistical information as to the characteristics of the Initial Loans) are true and correct with respect to the Seller(s) and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date;
(vii) the Seller(s) shall have provided the Trustee with an Opinion of Counsel to the effect that the conveyance of the Subsequent Loans conveyed on the Subsequent Transfer Date:
(A) will not (1) 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 (2) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and
(B) will be characterized as a true sale and not as a loan secured by the Subsequent Loans;
(viii) in connection with the transfer and assignment of the Subsequent Loans, the Seller(s) shall satisfy the document delivery requirements set forth in Section 2.01(a) and (c) hereof;
(ix) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the conveyance of the Subsequent Loans as of the Subsequent Transfer Date will not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Offered Certificates;
(x) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that the Rating Agencies shall have consented to the conveyance of the Subsequent Loans to the Trust Fund;
(xi) the Seller(s) shall have delivered an Officer's Certificate to the Trustee confirming that following delivery of the Subsequent Loans to the Trust Fund, the Loans (including the Subsequent Loans, if any) and the Subsequent Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date):
(A) not more than 0.70% of the Loans were 30-59 days contractually past due after (assuming 30 day months);
(B) the weighted average Combined Loan-to-Value Ratio of the Loans shall not exceed 86.20%;
(C) the weighted average FICO score of the Loans shall not be less than 635;
(D) the weighted average Mortgage Rate of the Loans shall not be less than 7.000%;
(E) the weighted average margin of the Group II Loans shall not be less than 6.350%;
(F) not more than 1.00% of the Loans shall be Multi-family Loans;
(G) not less than 80.00% of the Loans will have prepayment penalties;
(H) not less than 96.88% of the Loans shall be secured by a first mortgage on the related Mortgaged Property;
(I) not less than 73.50% of the Loans shall have been originated pursuant to the Sellers' full documentation program;
(J) not less than 82.00% of the Loans shall be classified as "Grade A Credits" under the Sellers' loan underwriting standards;
(K) not more than 12.00% of the Loans shall have borrowers located in the same state;
(L) not more than 3.00% of the Loans shall be Balloon Loans;
(M) not more than 7.00% of the Loans shall be investor non-owner;
(N) not more than 77.00% of the Loans shall be cash out refinance;
(O) none of the Subsequent Group I Loans may:
(1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date;
(iv2) As have an original term to maturity in excess of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency360 months;
(v3) Such addition will not result in have a material adverse tax consequence to any REMIC or the Holders of the CertificatesMortgage Rate less than 5.00%;
(vi4) The Funding Period shall not have terminateda Cut-off Date Principal Balance in excess of $750,000;
(vii5) The Seller shall have provided the Trustee, the Certificate Insurer and the Rating Agencies with a Combined Loan-to-Value Ratio in excess of 100%; or
(6) have an Opinion of Counsel relating to the sale adjustable rate;
(i.e., "True Sale Opinion"P) none of the Subsequent Mortgage Group II-A Loans to the Trustee, the enforceability may:
(1) be contractually past due (assuming 30 day months) for 60 or more days as 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 which matters may be covered in the opinions delivered on the Closing related Cut-off Date;
(viii2) The aggregate have an original term to maturity in excess of 360 months;
(3) have a Mortgage Rate less than 5.00%;
(4) have an initial fixed rate period greater than 60 months;
(5) have a Cut-off Date Principal Balance in excess of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.750,000;
(ix6) The conditions specified have a Combined Loan-to-Value Ratio in Exhibit Q hereto shall excess of 100%;
(7) be meta Multi-family Loan;
(8) be secured by a second or any junior lien on the related Mortgaged Property;
(9) have a margin of less than 2.00%; or
(10) have an original principal balance that exceeds agency loan balance limits; and
(xQ) On none of the last Subsequent Group II-B Loans may:
(1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date;
(2) have an original term to maturity in excess of 360 months;
(3) have a Mortgage Rate less than 5.00%;
(4) have an initial fixed rate period greater than 60 months;
(5) have a Cut-off Date Principal Balance in excess of $750,000;
(6) have a Combined Loan-to-Value Ratio in excess of 100%;
(7) be secured by a second or any junior lien on the related Mortgaged Property; or
(8) have a margin of less than 2.00%.
(c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Trustee shall determine the amount and correct dispositions of Pre-Funding Earnings for such Distribution Date in accordance with the provisions of this Agreement. In the event that any such amount is released by the Trustee from the Pre-Funding Account as a result of calculation error, the Trustee shall not be liable therefor, and the Depositor shall immediately repay such amount to the Trustee.
(d) The Trustee shall acknowledge receipt on each Subsequent Transfer Date of the Subsequent Loans delivered to it by delivering on such Subsequent Transfer Date to the Sellers, the Depositor and the Servicer, with respect to such Subsequent Loans, a certification substantially similar to the initial certification required under Section 2.03 hereof in the form attached hereto as Exhibit D. Within forty-five (45) Business Days after the related Subsequent Transfer Date, the Trustee shall, as specified in Section 2.01 hereof, review the documents required to be delivered pursuant to Section 2.09(b)(viii) hereof (or shall have received an accountant's letter confirming that cause such documents to be reviewed) and shall deliver to the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto.
(c) The SellerSellers, the Custodian Depositor and the Trustee shall comply with their respective obligations set forth in Section 2.01Servicer, 2.02, 2.04 and 2.05 with respect to the such Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections Loans, a certification substantially similar to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to final certification required under Section 2.03 hereof in 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 form attached hereto as shall representations made with specific reference to the Initial Mortgage Loans.Exhibit E.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Popular ABS Mortgage Pass-Through Trust 2005-1)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's ’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall may on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise sell to the Depositor and the Depositor shall convey without recourse to the Trust, all 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 Principal Balance as of Mortgage File (including the related Mortgage Note and Mortgage), including its Cut-Off Date after giving effect Principal Balance (including the right to payments purchase Additional Balances resulting from draws made pursuant to the related Mortgage Note prior to the termination of principal due on or before the Cut-Off Date; (iithis Agreement) and all related 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); (iiiii) related property which that secured such a Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) its interest in rights under any related insurance policies maintained in respect of such the Subsequent Mortgage LoanLoans (including any hazard, flood or title insurance proceeds); and (viv) all proceeds of any of the foregoing. The transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller Seller, the Depositor and all parties hereto to be treated as a sale by the Seller to the Depositor 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 Mortgage Loans and the other property specified in this Section 2.13 2.09 from the Seller to the 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 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 Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 2.09 and all proceeds thereof 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 purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date and 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 Trustee or the Custodian on behalf of 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 Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Servicer, the Indenture Trustee, the Insurer, the Depositor and the Rating Agencies with an Addition Notice, which notice shall be given not less than two three Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans Loans; provided that following delivery of any such Addition Notice, if the Insurer determines that any Subsequent 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 Indenture Trustee and the Rating Agencies shall not have informed Seller and the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion shall suspend sale of such any Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyTrust until any defective Subsequent Mortgage Loans have been cured or repurchased in accordance with Sections 2.02 or 2.05;
(ii) The Seller and the Depositor shall have delivered to the Indenture Trustee and the Servicer a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit DN;
(iii) The Seller shall have delivered to the Servicer for deposit in the Collection Account all principal collected and interest collected to on the extent accrued and due Subsequent Mortgage Loans after the related Cut-off Date;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, and the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the CertificatesClass A Notes or the Trust;
(vi) The Funding Revolving Period shall not have terminated;
(vii) The Seller shall have provided the Trustee, the Certificate Insurer and 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 may not be 30 days or more delinquent as 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 which matters may be covered in the opinions delivered on the Closing relevant Cut-Off Date;
(viii) The aggregate Principal Balance remaining term to stated maturity of each Subsequent Mortgage Loans with adjustable Loan Rates does shall not exceed $4,332,869.29.360 months;
(ix) The conditions specified in Exhibit Q hereto Subsequent Mortgage Loans shall be met; andsecured by a mortgage in a first or second lien position;
(x) Each Subsequent Mortgage Loan shall have 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 DateDate (which shall be designated in a written notice to the Indenture Trustee), the Indenture Trustee shall have received an internal accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q heretoSection 2.09(c) below; and
(xix) Each of the representations and warranties set forth in Section 2.04 shall be true and correct with respect to each Subsequent Mortgage Loan as of the related Cut-Off Date for such Subsequent Mortgage Loan.
(c) The SellerOn each Subsequent Transfer Date, the Custodian 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) at least 95% of Mortgage Loans in the pool will be secured by an owner-occupied Mortgaged Property;
(viii) 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 Trustee 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 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 comply with their respective its obligations set forth in Section Sections 2.01, 2.02, 2.04 and 2.05 2.05, and the Indenture Trustee shall comply with its obligations set forth in Section 2.01(b), 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 references to the Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Cut-Off Date or Subsequent Transfer Date Date, respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial initial Mortgage LoansLoans shall remain unchanged.
Appears in 1 contract
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's ’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and Depositor, as applicable, in and to each Subsequent Mortgage Loan 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 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 Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller Seller, the Depositor and all parties hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller to the 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 Seller intends 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 Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. 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 Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller and the Depositor shall have provided the Servicer, the Certificate Insurer, the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Depositor or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance Policy;
(ii) The Seller and the Depositor shall have 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;
(iv) As of each Subsequent Transfer Date, neither the Seller nor the Depositor was not insolvent nor will insolvent, neither the Seller nor the Depositor will be made insolvent by such transfer nor is and neither the Seller nor the Depositor is aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates;
(vi) The Funding Period shall not have terminated;
(vii) The Seller and the Depositor shall have provided the Trustee, the Certificate Insurer and 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 which matters may be covered in the opinions delivered on the Closing Date;
(viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.the Original Pre-Funded Amount;
(ix) The conditions specified in Exhibit Q S hereto shall be met; and
(x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q S hereto.
(c) The Seller, the Depositor, 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. 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 Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Cut-Off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Pooling and Servicing Agreement (Renaissance Home Equity Loan Tr Asset BKD Cer Series 2002-3)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan 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 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 Seller of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller 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, 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. 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 Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Servicer, the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance Policy;
(ii) The Seller shall have delivered to the Depositor, 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;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates;
(vi) The Funding Period shall not have terminated;
(vii) The Seller shall have provided the Depositor, Trustee, the Certificate Insurer and 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 which matters may be covered in the opinions delivered on the Closing Date;
(viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable in Loan Rates Group 1 and Loan Group 2 does not exceed $4,332,869.29.the Original Pre-Funded Amount allocated to the applicable Loan Group;
(ix) The conditions specified in Exhibit Q hereto shall be met; and
(x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto.
(c) 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. 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Renaissance Mortgage Acceptance Corp)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below and pursuant to the terms of each the Subsequent Transfer Agreement, in consideration of the Trustee's delivery, on behalf of the Trust, delivery on the related Subsequent Transfer Closing Date to or upon the order of the Seller of all or a portion of the purchase price therefor, the Seller shall on any Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan transferred pursuant to such listed on the Subsequent Transfer AgreementMortgage Loan Schedule delivered by the Seller on the Closing Date, 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 DatePrincipal Balance; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and payments in respect of accrued interest due on or before such Cut-off DateSeptember 15, 1997); (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 Seller of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller to the Trust 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 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 Trust Trustee as of such Subsequent Transfer the Closing Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. 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 Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Closing Date:
(i) The Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Closing Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyLoans;
(ii) The Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Agreement written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit D;
(iii) The Seller shall have delivered to the Servicer for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Cut-off DateOff Date (other than payments in respect of accrued interest due on or before September 1, 1997);
(iv) As of each Subsequent Transfer the Closing Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates;
(vi) The Funding Period shall not have terminated;
(vii) The Seller shall have provided the Trustee, the Certificate Insurer and 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 which matters may be covered in the opinions delivered on the Closing DateREMIC;
(viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.
(ix) The conditions specified in Exhibit Q hereto shall be met; and
(x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto.
(c) 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. 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Delta Funding Corp /De/)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan 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 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 Seller of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller 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, 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. 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 Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance Policy;
(ii) The Seller shall have 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 and interest collected to the extent accrued and due after the related Cut-off Date;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates;
(vi) The Funding Period shall not have terminated;
(vii) The Seller shall have provided the Trustee, the Certificate Insurer and 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 which matters may be covered in the opinions delivered on the Closing Date;
(viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable in Loan Rates Group 1 and Loan Group 2 does not exceed $4,332,869.2911,484,602.20 and $5,461,716.36, respectively.
(ix) The conditions specified in Exhibit Q hereto shall be met; and
(x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto.
(c) 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. 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Delta Funding Corp /De/)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the TrusteeTrust Administrator's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all 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) the related Stated Principal Balance as of the related 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 related 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 transfer transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust attached thereto shall be absolute and shall be intended by the Seller Seller, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Depositor 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 Mortgage Loans and the other property specified in this Section 2.13 2.04 from the Seller to the 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 Seller intends 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 Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The 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. 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 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 or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Trustee Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyNotes;
(ii) The Seller shall have delivered to the Trustee 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 DI;
(iii) The Seller shall have delivered to the Servicer Trust Administrator 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;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the CertificatesNoteholder;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller shall have provided the Indenture Trustee, the Certificate Insurer 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 Trustee, Depositor and the enforceability of the Subsequent Transfer Agreement and with respect to the effect that Seller and the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC 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 with adjustable Loan Rates does not exceed $4,332,869.29.the amount deposited in the Pre-Funding Account as of the Closing Date;
(ixx) The conditions specified in Exhibit Q J hereto shall be met; and;
(xxi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q J hereto; and
(xii) The Issuer shall have provided the Indenture Trustee, the 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) The Seller, the Custodian and the Trustee Each party hereto shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, 2.04 3.01, 3.02 and 2.05 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 references to the Initial Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Section 2.01 and paragraph (b) below and pursuant to the terms of each the Subsequent Transfer Agreement, in consideration of the Trustee's delivery, on behalf of the Trust, delivery on the related Subsequent Transfer Closing Date to or upon the order of the Seller of all or a portion of the purchase price therefor, the Seller shall on any Subsequent Transfer the Closing Date sell, transfer, assign, set over and otherwise convey without recourse to the TrustTrustee, all right, title and interest of the Seller in and to each Subsequent Mortgage Loan transferred pursuant to such listed on the Subsequent Transfer AgreementMortgage Loan Schedule delivered by the Seller on the Closing Date, 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 DatePrincipal Balance; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and payments in respect of accrued interest due on or before such Cut-off DateJune 15, 1997); (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 Seller of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust Trustee shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller to the Trust 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 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 Trust Trustee as of such Subsequent Transfer the Closing Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust Trustee pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. 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 Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Closing Date:
(i) The Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Closing Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyLoans;
(ii) The Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Agreement written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit D;
(iii) The Seller shall have delivered to the Servicer for deposit deposited in the Collection Account all principal collected and interest collected to the extent accrued and due on or after the related Cut-off DateOff Date (other than payments in respect of accrued interest due on or before June 1, 1997);
(iv) As of each Subsequent Transfer the Closing Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates;
(vi) The Funding Period shall not have terminated;
(vii) The Seller shall have provided the Trustee, the Certificate Insurer and 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 which matters may be covered in the opinions delivered on the Closing DateREMIC;
(viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.
(ix) The conditions specified in Exhibit Q hereto shall be met; and
(x) On the last Subsequent Transfer Date, the Trustee shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto.
(c) 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. 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Delta Funding Corp /De/)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all 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) the related Stated Principal Balance as of the related 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 related 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 transfer transfers by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust attached thereto shall be absolute and shall be intended by the Seller Seller, the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Seller to the Trust. If Depositor and as a sale by the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller 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, 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable lawTrust. The 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. This provision constitutes a fixed price contract within the meaning of Section 860G(a)(3) of the Code. 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 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 Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller shall have provided the Trustee Servicer, the Trustee, the Depositor, the Trust Administrator, the Master Servicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or Seller, the Trustee Depositor, the Trustee, the Trust Administrator, the Master Servicer and the Servicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyNotes;
(ii) The Seller shall have delivered to the Trustee Trustee, the Depositor, the Trust Administrator, the Master Servicer 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 Trust Administrator 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;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will insolvent, the Seller will not be made insolvent by such transfer nor is and the Seller is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the CertificatesNoteholder;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller Depositor shall have provided the Trustee, the Certificate Insurer 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 TrusteeTrust, 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 any REMIC as a REMIC the Notes, which matters may be covered in the opinions delivered on the Closing Date;
(viii) The aggregate Stated Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.the amount deposited in the Pre-Funding Account as of the Closing Date;
(ix) The conditions specified in Exhibit Q J hereto shall be met; and;
(x) On the last Subsequent Transfer Date, the Trustee and the Trust Administrator shall have received an accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q J hereto; and
(xi) The Issuer shall have provided the Trustee, the 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) The Seller, the Custodian and the Trustee Each party hereto shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, 2.04 3.01, 3.02 and 2.05 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 references to the Initial Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Pooling and Servicing Agreement (SunTrust Mortgage Securitization, LLC)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee's Trust Administrator’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, (i) the Seller or the Transferor (if applicable) shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and (ii) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller or the Transferor (if applicable) and the Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Stated Principal Balance as of the related 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 related 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 transfer transfers by the Seller or the Transferor (if applicable) to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule to the Trust attached thereto shall be absolute and shall be intended by the Seller or the Transferor (if applicable), the Depositor and all parties hereto hereto, other than for federal income tax purposes, to be treated as a sale by the Seller or the Transferor (if applicable) to the Depositor 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 Mortgage Loans and the other property specified in this Section 2.13 2.04 from the Seller or the Transferor (if applicable) to the 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 Seller intends or the Transferor (if applicable) 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 Seller or the Transferor (if applicable) shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller or the Transferor (if applicable) and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 2.04 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The 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. On or before each Subsequent Transfer Date, the Seller or the Transferor (if applicable) shall deliver to, and deposit with the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, the Related Documents 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 or the Transferor (if applicable) shall transfer and deliver to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee the Subsequent Mortgage Loans and 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 applicable Subsequent Transfer Date:
(i) The Seller or the Transferor (if applicable) shall have provided the Trustee Servicer, the Indenture Trustee, the Depositor, the Trust Administrator, the Master Servicer, the Subservicer and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust and the aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller Seller, the Transferor (if applicable), the Depositor, the Indenture Trustee, the Trust Administrator, the Master Servicer, the Servicer or the Trustee Subservicer prior to the applicable Subsequent Transfer Date that the inclusion of such Subsequent Mortgage Loans would will not result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyNotes;
(ii) The Seller or the Transferor (if applicable) shall have delivered to the Trustee 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 DI;
(iii) The Seller or the Transferor (if applicable) shall have delivered to the Servicer Trust Administrator 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;
(iv) As of each Subsequent Transfer Date, the Seller or the Transferor (if applicable) was not insolvent nor will insolvent, the Seller or the Transferor (if applicable) will not be made insolvent by such transfer nor is and the Seller or the Transferor (if applicable) is not aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the CertificatesNoteholder;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller or the Transferor (if applicable) shall have provided the Indenture Trustee, the Certificate Insurer 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 or the Transferor (if applicable) to the Trustee, Depositor and the enforceability of the Subsequent Transfer Agreement and with respect to the effect that Seller and the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC 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 with adjustable Loan Rates does not exceed $4,332,869.29.the amount deposited in the Pre-Funding Account as of the Closing Date;
(ixx) The conditions specified in Exhibit Q J hereto shall be met; and
(xxi) On the last Subsequent Transfer Date, the Indenture Trustee and the Trust Administrator shall have received an accountant's ’s letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q J hereto.
(c) The Seller, the Custodian and the Trustee Each party hereto shall comply with their respective obligations set forth in Section Sections 2.01, 2.02, 2.04 3.01, 3.02 and 2.05 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 references to the Initial Cut-Off Date or the Closing Date Date, as applicable, shall be deemed to refer to the applicable related Subsequent Cut-Off Date or Subsequent Transfer Date Date, respectively, 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
Sources: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below this Section 2.5 and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trustee's delivery, delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller Depositor, and in consideration of the purchase price thereforDepositor's delivery on each Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion of the Pre-Funding Amount, in any case on deposit in the Pre-Funding Account, the Seller Transferor shall on any such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the TrustDepositor, and the Depositor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) listed on the related Subsequent Loan Schedule. The Trustee may only acquire Subsequent Loans with an aggregate Principal Balance as of up to the related CutOriginal Pre-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 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 foregoingFunding Amount. The transfer by the Seller Transferor to the Depositor, and by the Depositor to the Trustee of the Subsequent Mortgage Loans set forth on in the related Subsequent Mortgage Loan Schedule to the Trust Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller Transferor to the TrustDepositor, and a sale by the Depositor to the Trustee. If the assignment and transfer of the Mortgage Subsequent Loans and the other property specified in this Section 2.13 2.5(a) from the Seller Transferor to the Trust Depositor, and 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 Seller intends Transferor 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, (ia)(i) the Seller Transferor shall be deemed to have granted and does hereby grant to the Trust Depositor as of such each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller Transferor in and to the related Subsequent Mortgage Loans and all other property conveyed to the Trust Depositor pursuant to this Section 2.13 2.5(a) and all proceeds thereof thereof, and (ii) this Agreement shall constitute a security agreement under applicable law and (b)(i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the related Subsequent Loans and all other property conveyed to the Trustee pursuant to this Section 2.5(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price amount released to the Transferor from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. 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 LoansDate so transferred.
(b) The Seller Trustee shall transfer and deliver funds 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 Trustee or and use such cash to acquire the Custodian Subsequent Loans on behalf of the Trustee the Subsequent Mortgage Loans and Trust, 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 applicable related Subsequent Transfer Date:
(i) The Seller Transferor on its behalf and on behalf of the Depositor, shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less no fewer than two five (5) Business Days prior to the applicable related Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold by the Transferor to the Trust Depositor and by the Depositor to the Trustee and the aggregate Principal Balance Balances of such Mortgage Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer Date provided written confirmation that the inclusion purchase of such Subsequent Mortgage Loans would will not result in the downgrade a downgrade, withdrawal or withdrawal qualification of the ratings assigned to then in effect for the Offered Certificates without regard to the Certificate Insurance Policythen outstanding Certificates;
(ii) The Seller Transferor on its behalf and on behalf of the Depositor, shall have 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 deposited in the Collection Account all principal collected and interest collected to the extent accrued and due after the related Cut-off DateOff 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;
(iviii) As The Transferor shall have delivered to the Depositor, the Certificate Insurer and the Trustee, an Officer's Certificate confirming that, as of each Subsequent Transfer Date, the Seller Transferor was not insolvent nor will the Seller insolvent, would not be made insolvent by such transfer nor is the Seller and was not aware of any pending insolvency;
(iv) The Pre-Funding Period shall not have ended;
(v) Such addition will not result The Transferor shall have delivered to the Depositor, the Certificate Insurer and the Trustee, an Officer's Certificate confirming the satisfaction of each condition precedent specified in a material adverse tax consequence to any REMIC or this paragraph (b) (including those set forth in clause (B) of subparagraph (vii) below) and in the Holders of the Certificatesrelated Subsequent Transfer Agreement;
(vi) The Funding Period shall not have terminated;
(vii) The Seller Transferor shall have provided delivered to the TrusteeDepositor, the Certificate Insurer and the Rating Agencies with Trustee, an Opinion Officer's Certificate confirming that the representations and warranties of Counsel relating the Transferor pursuant to Section 3.3 (other than to the sale (i.e., "True Sale Opinion") extent representations and warranties relate to statistical information as to the characteristics of the Subsequent Mortgage Initial Loans in the aggregate) and pursuant to Section 3.4 are true and correct with respect to the TrusteeSubsequent Loans and the Transferor, the enforceability as 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 which matters may be covered in the opinions delivered on the Closing Date;
(viiivii) The aggregate Principal Balance Each of the Depositor and the Trustee shall not purchase a Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.unless:
(ixA) The conditions specified in Exhibit Q hereto each Rating Agency shall consent thereto (which consent shall be metevidenced by a letter from the Rating Agency);
(B) the Depositor and the Transferor shall have delivered to the Certificate Insurer, the Rating Agencies and the Trustee Opinions of Counsel with respect to the transfer of the Subsequent Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer, the Rating Agencies and the Trustee on the Closing Date relating to corporate formalities and enforceability; and
(xC) On the last Subsequent Transfer Date, the Trustee following conditions shall have received been satisfied as evidenced by an accountantOfficer's letter confirming that the characteristics Certificate pursuant to Section 2.5 (b)(v) above:
(1) no Subsequent Loans may be 30 or more days Delinquent as of the Mortgage Loans applicable Cut-Off Date;
(including 2) the Subsequent Mortgage Loan must be secured by a first or second priority lien;
(3) no Subsequent Loan may have an outstanding Principal Balance of more than $499,000 as of the applicable Cut-Off Date and the average Principal Balance of all the Subsequent Loans will not be greater than $64,479;
(4) the Subsequent Loan is a balloon loan or a fully amortizing loan with level payments over the remaining term of no more than 30 years;
(5) the Subsequent Loan must have a fixed interest rate equal to at least 8.25% per annum;
(6) the Subsequent Loan must have a CLTV of no more than 100%;
(7) the Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in accordance with the underwriting guidelines similar to those of the Initial Loans);
(8) following the acquisition of the Subsequent Loans by the trust, all of the loans included in the trust must satisfy the parameters set forth in Exhibit Q hereto.following:
(a) The minimum FICO credit score must be at least 620 for the Loans originated by Avondale;
(b) The percentage of Loans originated by Avondale may not be more than 34.82% of the total Loans based on Aggregate Principal Balance;
(c) The Sellerweighted average CLTV of all the Loans may not be more than 79.15%;
(d) The percentage of Loans with a CLTV of greater than 80% may not be greater than 34.72% based on Aggregate Principal Balance;
(e) The percentage of Loans with a CLTV of greater than 90% may not be greater than 8.61% based on Aggregate Principal Balance;
(f) The percentage of Loans that are second liens may not be greater than 10.53% based on Aggregate Principal Balance;
(g) Of the Loans that are second liens, the Custodian percentage of Loans originated by New South that are second liens may not be greater than 8.06% of the total Loans originated by New South based on Aggregate Principal Balance 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 percentage of Loans originated by Avondale that are second liens may not be greater than 15.16% of the Subsequent Mortgage total Loans delivered originated by Avondale based on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Aggregate Principal Balance;
(h) The percentage of A classified Loans or Mortgage Loans from New South shall be deemed to refer to the Subsequent Mortgage no less than 42.74% based on Aggregate Principal Balance;
(i) The percentage of AA classified Loans and references to the Closing Date from New South shall be deemed to refer to no less than 28.60% based on Aggregate Principal Balance;
(j) [Reserved];
(k) The percentage of C classified Loans from New South shall be no more than 6.42% based on Aggregate Principal Balance;
(l) The percentage of Loans that are non-owner occupied properties may not be greater than 1.80% based on Aggregate Principal Balance;
(m) The percentage of Loans which are balloon loans may not be greater than 14.80% based on Aggregate Principal Balance;
(n) The percentage of Loans that are considered "Full Doc" or "Time Saver" shall be no less than 65.42% based on Aggregate Principal Balance;
(o) The percentage of Loans that are secured by mortgaged properties considered single family residences may not be less than 96.56% based on Aggregate Principal Balance;
(p) The weighted average interest rate of the applicable Subsequent Transfer Date except that references to 360 days after Loans must be at least 9.91% based on Aggregate Principal Balance;
(q) No more than 0.93% of the Closing Date shall remain unchanged as shall representations made with specific reference to Loans, by Aggregate Principal Balance may be concentrated in any single zip code;
(r) No more than 22.00% of the Initial Mortgage Loans., by Aggregate Principal Balance may be secured by properties located in the State of Alabama;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Painewebber Mort Accept Corp Iv New South 1999 2)
Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of each the related Subsequent Transfer Agreement, in consideration of the Trustee's delivery, ’s delivery on behalf of the Trust, on the related each Subsequent Transfer Date to or upon the order of the Seller applicable Seller(s) of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller applicable Seller(s) shall on any such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey without recourse to the TrustTrustee for the benefit of the Certificateholders, without recourse, all of the Seller(s)’ right, title and interest of the Seller in and to each related Subsequent Mortgage Loan transferred pursuant listed in the mortgage loan schedule attached as an exhibit to such the related Subsequent Transfer Agreement, Agreement including (i) the related Principal Balance as of the related Cut-Off Date Principal Balance and all interest payments due after giving effect to payments of principal due on or before the related 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) any real property which that secured such Subsequent Mortgage Loan and which that has been acquired by foreclosure or deed in lieu of foreclosure; (iviii) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (viv) all proceeds of any the foregoing to the Trustee for the benefit of the foregoingCertificateholders. The transfer by the Seller Seller(s) to the Trustee, for the benefit of the Certificateholders, of the Subsequent Mortgage Loans set forth on in the Subsequent Mortgage Loan Schedule mortgage loan schedule attached as an exhibit to the Trust 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 Seller to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller Seller(s) 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 Fund 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 Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable lawpurposes. The purchase price amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. so transferred.
(b) On or before each Subsequent Transfer Date, the Seller Trustee shall deliver to, and deposit with withdraw from the Trustee or the Custodian on behalf Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the Trustee, aggregate of the Related Documents with respect applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to each Subsequent Mortgage Loan transferred the Trust Fund on such Subsequent Transfer Date, Date and the related Subsequent Mortgage Loan Schedule in computer readable format with respect shall use such cash to purchase such Subsequent Mortgage Loans.
(b) The Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and , 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 applicable such Subsequent Transfer Date:
(i) The Seller the Seller(s) shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two five Business Days prior to the applicable such Subsequent Transfer Date and shall designate (a) the Subsequent Mortgage Loans to be sold to the Trust and Trust, (b) the aggregate Cut-Off Date Principal Balance of such Mortgage Subsequent Loans and (c) the Rating Agencies shall not have informed the Seller or amount required to be remitted to the Trustee prior pursuant to the applicable Subsequent Transfer Date that the inclusion of Section 2.09(b)(ii) with respect to such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Offered Certificates without regard to the Certificate Insurance PolicyLoans;
(ii) The Seller the Seller(s) shall have remitted to the Trustee for deposit in the Certificate Account all principal and interest payments due and collected after the applicable Cut-Off Date or due after such Cut-Off Date but collected before such Cut-Off Date in respect of each Subsequent Loan;
(iii) the Seller(s) shall have delivered an Officer’s Certificate to the Trustee confirming that, as of each Subsequent Transfer Date, the Seller(s) were not insolvent, nor would they be made insolvent by such transfer, nor were they aware of any pending insolvency;
(iv) the Funding Period shall not have ended;
(v) the Seller(s) shall have delivered to the Trustee a duly executed an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement in substantially the form of Exhibit DAgreement;
(iiivi) The Seller the Seller(s) shall have delivered an Officer’s Certificate to the Servicer for deposit in Trustee confirming that the Collection Account all principal collected representations and interest collected warranties of the Seller(s) pursuant to Section 2.03 hereof (other than to the extent accrued such representations and warranties relate to statistical information as to the characteristics of the Initial Loans) are true and correct with respect to the Seller(s) and the Subsequent Loans, as applicable, as of the Subsequent Transfer Date;
(vii) the Seller(s) shall have provided the Trustee with an Opinion of Counsel to the effect that the conveyance of the Subsequent Loans conveyed on the Subsequent Transfer Date:
(A) will not (1) 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 (2) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and
(B) will be characterized as a true sale and not as a loan secured by the Subsequent Loans;
(viii) in connection with the transfer and assignment of the Subsequent Loans, the Seller(s) shall satisfy the document delivery requirements set forth in Section 2.01(a) and (c) hereof;
(ix) the Seller(s) shall have delivered an Officer’s Certificate to the Trustee confirming that the conveyance of the Subsequent Loans as of the Subsequent Transfer Date will not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Offered Certificates;
(x) the Seller(s) shall have delivered an Officer’s Certificate to the Trustee confirming that the Rating Agencies shall have consented to the conveyance of the Subsequent Loans to the Trust Fund;
(xi) the Seller(s) shall have delivered an Officer’s Certificate to the Trustee confirming that following delivery of the Subsequent Loans to the Trust Fund, the Loans (including the Subsequent Loans, if any) and the Subsequent Loans shall have the following characteristics (calculated as of the applicable Cut-Off Date):
(A) not more than 0.910% of the Loans were 30-59 days contractually past due after (assuming 30 day months);
(B) the weighted average Combined Loan-to-Value Ratio of the Loans shall not exceed 86.010%;
(C) the weighted average FICO score of the Loans shall not be less than 606;
(D) the weighted average Mortgage Rate of the Loans shall not be less than 8.571%;
(E) the weighted average margin of the Adjustable Rate Loans shall not be less than 6.500%;
(F) not less than 59.090% of the Loans will have prepayment penalties;
(G) not less than 100.000% of the Loans shall be secured by a first mortgage on the related Mortgaged Property;
(H) not less than 69.320% of the Loans shall have been originated pursuant to the Sellers’ full documentation program;
(I) not less than 62.870% of the Loans shall be classified as “Grade A Credits” under the Sellers’ loan underwriting standards;
(J) not more than 11.760% of the Loans shall have borrowers located in the same state;
(K) not more than 6.030% of the Loans shall be Balloon Loans;
(L) not more than 6.580% of the Loans shall be investor non-owner;
(M) not more than 74.820% of the Loans shall be cash out refinance;
(N) none of the Subsequent Loans may:
(1) be contractually past due (assuming 30 day months) for 60 or more days as of the related Cut-off Date;
(iv2) As have an original term to maturity in excess of 480 months;
(3) have a Mortgage Rate less than 5.50%;
(4) have a Cut-off Date Principal Balance in excess of $1,019,466;
(5) have a Combined Loan-to-Value Ratio in excess of 100%;
(6) if an Adjustable Rate Loan, have an initial fixed rate period greater than 72 months;
(7) if an Adjustable Rate Loan, have a margin of less than 6.40%;
(8) be secured by any type of real property other than a one- to four-family dwelling; or
(9) be secured by a second or any junior lien on the related mortgaged property.
(c) In connection with each Subsequent Transfer Date and on the related Distribution Date, the Seller was Trustee shall determine the amount and correct dispositions of Pre-Funding Earnings for such Distribution Date in accordance with the provisions of this Agreement. In the event that any such amount is released by the Trustee from the Pre-Funding Account as a result of calculation error, the Trustee shall not insolvent nor will be liable therefor, and the Seller be made insolvent by Depositor shall immediately repay such transfer nor is amount to the Seller aware of any pending insolvency;Trustee.
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Holders of the Certificates;
(vid) The Funding Period Trustee shall not have terminated;
(vii) The Seller shall have provided the Trustee, the Certificate Insurer and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") acknowledge receipt on each Subsequent Transfer Date of the Subsequent Mortgage Loans delivered to it by delivering on such Subsequent Transfer Date to the TrusteeSellers, the enforceability of Depositor and the Servicer, with respect to such Subsequent Transfer Agreement and Loans, a certification substantially similar to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered initial certification required under Section 2.03 hereof in the opinions delivered on form attached hereto as Exhibit D. Within forty-five (45) Business Days after the Closing Date;
(viii) The aggregate Principal Balance of Subsequent Mortgage Loans with adjustable Loan Rates does not exceed $4,332,869.29.
(ix) The conditions specified in Exhibit Q hereto shall be met; and
(x) On the last related Subsequent Transfer Date, the Trustee shall, as specified in Section 2.01 hereof, review the documents required to be delivered pursuant to Section 2.09(b)(viii) hereof (or shall have received an accountant's letter confirming that cause such documents to be reviewed) and shall deliver to the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters set forth in Exhibit Q hereto.
(c) The SellerSellers, the Custodian Depositor and the Trustee shall comply with their respective obligations set forth in Section 2.01Servicer, 2.02, 2.04 and 2.05 with respect to the such Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections Loans, a certification substantially similar to the Initial Mortgage Loans or Mortgage Loans shall be deemed to refer to final certification required under Section 2.03 hereof in 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 form attached hereto as shall representations made with specific reference to the Initial Mortgage Loans.Exhibit E.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Popular ABS Mortgage Pass-Through Trust 2006-E)