Conveyance of the Subsequent Contracts. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates 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 convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trust shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from amounts in the Pre-Funding Account. (b) The Seller shall transfer to the Trust the Subsequent Contracts, and the Trust shall release funds equal to the purchase price therefor from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit F, which shall include a List of Contracts identifying the related Subsequent Contracts; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) the Pre-Funding Period shall not have ended; (v) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit G, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and (vi) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered on the Closing Date regarding certain bankruptcy, corporate and tax matters. (c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence that, as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings assigned to the Securities as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualified. (d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Instrument of the Seller's right, title and interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the Trust, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee evidence thatTrustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedand each Subsequent Transfer Date.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Contract that is a Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee evidence thatTrustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to Standard & Poor's and Moody's, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated March 18, 1998 and delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from Standard & Poor's or Moody's a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee evidence thatTrustee:
(i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedand each Subsequent Transfer Date.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller shall transfer the Subsequent Contracts to the Trust the Subsequent ContractsTrustee, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Owner Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.043.03; and
(viviii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee ▇▇▇▇▇'▇ and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(cix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence thatTrustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none the Class A Certificates shall not receive from either of the ratings Rating Agencies a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Owner Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.03, 3.04 and 3.043.05; and
(viviii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&PStandard & Poor's, Fitch, the Owner Trustee ▇▇▇▇▇'▇ and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence thatTrustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to Standard & Poor's, ▇▇▇▇▇'▇, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A-1 Certificates shall not receive from Standard & Poor's or ▇▇▇▇▇'▇ a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Owner Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.03, 3.04 and 3.043.05; and
(viviii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&PStandard & Poor's, Fitch, the Owner Trustee ▇▇▇▇▇'▇ and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence thatTrustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to Standard & Poor's, Fitch, Moody's, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from Standard & Poor's, Fitch or ▇▇▇▇▇'▇ a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Seller shall transfer the Subsequent Contracts to the Trust the Subsequent ContractsTrustee, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Owner Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FO, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GP, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.04; and3.03;
(viviii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters; and
(ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
(c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence thateach of the items listed below.
(1) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(v) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement.
(2) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none the Class A, Class M and Class B-1 Certificates shall not receive from any of the ratings Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Securities Closing Date.
(3) Evidence that the aggregate amount on deposit in the Pre-Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and purchased by S&P the Trust on or Fitch will be reducedbefore the first Remittance Date), withdrawn or qualified.
(d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Instrument did not exceed 25% of the Seller's right, title and interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations aggregate Original Principal Balance of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the Trust, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonMaster Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller or the Originator to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Owner Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.03, 3.04 and 3.043.05; and
(viviii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&PStandard & Poor's, Fitch, the Owner Trustee Fitch and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence thatTrustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to Standard & Poor's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from Standard & Poor's or Fitch a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due on or after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one one-hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such the Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) at least two Business Days prior to the Seller Subsequent Transfer Date, the Company shall have delivered the related Contract File or Land-and-Home Contract File for each Subsequent Contract to the Trustee, together with an executed assignment to the Trustee in recordable form of each Mortgage securing a Subsequent Contract that is a Land-and-Home Contract;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FO, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including its status as a REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GP, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) Before c. If the Company sells Subsequent Contracts to the Trust, the Company shall deliver to the Trustee, before the last day of the Pre-Funding Period:
(i) A letter from Coopers and ▇▇▇▇▇▇▇ LLP or another nationally recognized accounting firm retained by the Company (with copies provided to S&P and Fitch, the Seller Underwriters and the Trustee) that is in form, substance and methodology the same as that dated December 19, 1997 and delivered under Section 2.02(e) of this Agreement, except that it shall deliver address the Subsequent Contracts and their conformity in all material respects to the Trustee evidence that, applicable characteristics described in Sections 3.02 and 3.03 of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Certificates shall not receive from S&P or Fitch a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Instrument of the Seller's right, title and interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the Trust, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&PStandard & Poor's, Fitch, the Owner Trustee Fitch and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence that, as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings assigned to the Securities as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualified.
(d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Instrument of the Seller's right, title and interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the Trust, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee evidence thatTrustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company (with copies provided to Standard & Poor's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated August 13, 1998 and delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Sections 2.03(b)(ix) and 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from Standard & Poor's or Fitch a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&PStandard & Poor's, Fitch, the Owner Trustee Fitch and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee evidence thatTrustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company (with copies provided to Standard & Poor's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from Standard & Poor's or Fitch a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller Company shall transfer to the Trust Trustee the Subsequent Contracts, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Company shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viviii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(c) c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee evidence thatTrustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to ▇▇▇▇▇'▇, Standard & Poor's, the Underwriter and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the ratings Class A Certificates shall not receive from ▇▇▇▇▇'▇ or Standard & Poor's a lower credit rating than the rating assigned to the Securities such Certificates as of the Closing Date by S&P or Fitch will be reduced, withdrawn or qualifiedDate.
(diii) Although the parties intend Evidence that the conveyance pursuant to each Subsequent Transfer Instrument aggregate Cut-off Date Principal Balance of the Seller's rightSubsequent Contracts, title and interest in and to the related not specifically identified as Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations as of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the TrustClosing Date, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction does not exceed 25% of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonOriginal Principal Balance.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the purchase price thereforbalance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trust Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trust Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balance Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely from with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) b. The Seller shall transfer the Subsequent Contracts to the Trust the Subsequent ContractsTrustee, and the Trust Trustee shall release funds equal to the purchase price therefor from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Owner Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit FP, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iiiiv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q;
(ivv) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vvii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit GQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.043.03; and
(viviii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Owner Trustee Rating Agencies and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(cix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee evidence thatTrustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none the Class A, Class M and Class B-1 Certificates shall not receive from any of the ratings Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Securities Closing Date.
(iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by S&P the Trust on or Fitch will be reducedbefore the first Remittance Date), withdrawn or qualified.
(d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Instrument did not exceed 25% of the Seller's right, title and interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations aggregate Original Principal Balance of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the Trust, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of the claims of any Person under any Certificate, any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such PersonMaster Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)