Conveyance of the Underlying Certificate. (a) The Company, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set-over and otherwise convey to the Trustee, in trust, for the use and benefit of the Certificateholders, without recourse, all the right, title and interest of the Company in and to the Underlying Certificate and all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable to and all rights of the Underlying Certificateholder pursuant to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver to, and deposit with, the Trustee the Underlying Certificate, together with a duly issued and authenticated certificate or certificates for the Underlying Certificate, evidencing the entire interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificate is a Book-Entry Certificate, delivery of the Underlying Certificate will be satisfied if the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey to the Trustee the Underlying Certificate in accordance with the rules of the Depository and applicable provisions of the Uniform Commercial Code as in force in the relevant jurisdiction from time to time. The Trustee hereby acknowledges the receipt by it of the Underlying Certificate and the other documents and instruments referenced above, and declares that it holds and will hold such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. (b) It is intended that the conveyance by the Company to the Trustee of the Underlying Certificate as provided for in this Section 2.01 and the Uncertificated REMIC Regular Interests be construed as a sale by the Company to the Trustee of the Underlying Certificate and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be, and hereby is, a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) Underlying Certificate, (B) all amounts payable pursuant to the holders of the Underlying Certificate in accordance with the terms thereof and of the Pooling and Servicing Agreement, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Trust Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or any agent of the Trustee of the Underlying Certificate or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Pennsylvania Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 9-313 and 9-314 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. (c) The Company, the Certificate Administrator and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Underlying Certificate and the Uncertificated REMIC Regular Interests and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Underlying Certificate and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of the Company, or (3) any transfer of any interest of GMAC Mortgage Corporation or the Company in any Uncertificated REMIC Regular Interest.
Appears in 1 contract
Sources: Trust Agreement (Residential Asset Gmacm Mortgage Loan Trust 2004-Jr1)
Conveyance of the Underlying Certificate. (a) The Company, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set-over and otherwise convey to the Trustee, in trust, for the use and benefit of the Certificateholders, without recourse, all the right, title and interest of the Company in and to the Underlying Certificate and all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable to and all rights of the Underlying Certificateholder pursuant to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver to, and deposit with, the Trustee the Underlying Certificate, together with a duly issued and authenticated certificate or certificates for the Underlying Certificate, evidencing the entire interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificate is a Book-Entry Certificate, delivery of the Underlying Certificate will be satisfied if the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey to the Trustee the Underlying Certificate in accordance with the rules of the Depository and applicable provisions of the Uniform Commercial Code as in force in the relevant jurisdiction from time to time. The Trustee hereby acknowledges the receipt by it of the Underlying Certificate and the other documents and instruments referenced above, and declares that it holds and will hold such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.
(b) It is intended that the conveyance by the Company to the Trustee of the Underlying Certificate as provided for in this Section 2.01 and the Uncertificated REMIC Regular Interests be construed as a sale by the Company to the Trustee of the Underlying Certificate and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be, and hereby is, a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) Underlying Certificate, (B) all amounts payable pursuant to the holders of the Underlying Certificate in accordance with the terms thereof and of the Pooling and Servicing Agreement, and (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Trust Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or any agent of the Trustee of the Underlying Certificate or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Pennsylvania Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-314 106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law.
(c) The Company, the Certificate Administrator and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Underlying Certificate and the Uncertificated REMIC Regular Interests and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Underlying Certificate and any Uncertificated REMIC Regular InterestsCertificate, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), ) or (2) any change of location of the place of business or the chief executive office of the Company, or (3) any transfer of any interest of GMAC Mortgage Corporation or the Company in any Uncertificated REMIC Regular Interest.. 13
Appears in 1 contract
Conveyance of the Underlying Certificate. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assignconvey, set-over sell and otherwise convey assign to the Trustee, in trust, for the use and benefit on behalf of the CertificateholdersHolders of the Certificates, without recourse, all the right, title and interest of the Company Depositor in and to the Underlying Certificate with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer the Underlying Certificate to the Trustee, including all distributions thereon payable after the Underlying Remittance Date in October 1999, and agrees to transfer to the Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts payable thereon after the Underlying Remittance Date in October 1999 and all proceeds of the foregoing. The transfer of the Underlying Certificate and all other assets constituting the Trust FundFund is absolute and is intended by the parties hereto as a sale. Such assignment includes, without limitation, all amounts payable Except to and all rights of the extent required to have the Underlying Certificateholder pursuant to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver to, and deposit withCertificate reregistered in its own name or a nominee name, the Trustee shall have the Underlying Certificate, together with a duly issued and authenticated certificate or certificates for the Underlying Certificate, evidencing the entire beneficial ownership interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate to be registered with the Depository in the name of The Bank of New York, as the Securities Intermediary for the account of the Trustee and shall not assign, sell, dispose of or transfer any interest in the Underlying Certificate or any other asset constituting the Trust Fund or permit the Underlying Certificate or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. Notwithstanding the foregoing, The Depositor agrees to the extent that the Underlying Certificate is a Book-Entry Certificate, delivery of the Underlying Certificate will be satisfied if the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey provide to the Trustee all documents required for the Underlying Certificate in accordance with transfer to the rules Trustee of the Depository and applicable provisions of the Uniform Commercial Code as beneficial ownership interest in force in the relevant jurisdiction from time to time. The Trustee hereby acknowledges the receipt by it of the Underlying Certificate and the other documents Trustee is hereby authorized and instruments referenced above, and declares that it holds and will hold directed to execute such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.
(b) documents. It is intended that the conveyance by the Company to the Trustee of the Underlying Certificate by the Depositor to the Trustee as provided for in this Section 2.01 be, and the Uncertificated REMIC Regular Interests be construed as as, a sale by the Company to the Trustee of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Depositor to the Trustee for the benefit of the Certificateholders. FurtherIt is, it is further, not intended that such conveyance be deemed to be a pledge of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Company Depositor to the Trustee to secure a debt or other obligation of the CompanyDepositor. NonethelessHowever, in the event that the Underlying Certificate is held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Underlying Certificate, then it is intended that (a) this Agreement is intended shall also be deemed to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section 2.01 shall be deemed to be, and hereby is, be a grant by the Company Depositor to the Trustee for the benefit of the Certificateholders of a security interest in all of the CompanyDepositor's right (including the power to convey title thereto)right, title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) the Underlying Certificate, (B) all amounts payable pursuant to the holders holder of the Underlying Certificate after the Underlying Remittance Date in October 1999 in accordance with the terms thereof and of the Pooling and Servicing Agreement, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Trust Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the registration of the beneficial ownership interest in the Underlying Certificate with the Depository in the name of The Bank of New York as the Securities Intermediary for the account of the Trustee and the possession by the Trustee or any its agent of the Trustee of the Underlying Certificate or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities documents or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Pennsylvania New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 9-305, 8-313 and 9or 8-314 321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities financial intermediaries, bailees or agents of, or persons holding for (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.
(c) . The Company, the Certificate Administrator Depositor and the Trustee Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined deemed to create a security interest in the Underlying Certificate and other assets constituting the Uncertificated REMIC Regular Interests and the other property Trust Fund described above, such security interest would be determined deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this the Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Underlying Certificate and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of the Company, or (3) any transfer of any interest of GMAC Mortgage Corporation or the Company in any Uncertificated REMIC Regular Interest.
Appears in 1 contract
Conveyance of the Underlying Certificate. (a) The Company, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set-over and otherwise convey to the Trustee, in trust, for the use and benefit of the Certificateholders, without recourse, all the right, title and interest of the Company in and to the Underlying Certificate and all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable to and all rights of the Underlying Certificateholder pursuant to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver to, and deposit with, the Trustee the Underlying Certificate, together with a duly issued and authenticated certificate or certificates for the Underlying Certificate, evidencing the entire interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificate is a Book-Entry Certificate, delivery of the Underlying Certificate will be satisfied if the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey to the Trustee the Underlying Certificate in accordance with the rules of the Depository and applicable provisions of the Uniform Commercial Code as in force in the relevant jurisdiction from time to time. The Trustee hereby acknowledges the receipt by it of the Underlying Certificate and the other documents and instruments referenced above, and declares that it holds and will hold such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.
(b) It is intended that the conveyance by the Company to the Trustee of the Underlying Certificate as provided for in this Section 2.01 and the Uncertificated REMIC Regular Interests be construed as a sale by the Company to the Trustee of the Underlying Certificate and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be, and hereby is, a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) Underlying Certificate, (B) all amounts payable pursuant to the holders of the Underlying Certificate in accordance with the terms thereof and of the Pooling and Servicing Agreement, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Trust Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or any agent of the Trustee of the Underlying Certificate or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Pennsylvania Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-314 106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law.
(c) The Company, the Certificate Administrator and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Underlying Certificate and the Uncertificated REMIC Regular Interests and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Underlying Certificate and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of the Company, or (3) any transfer of any interest of GMAC Mortgage Residential Funding Corporation or the Company in any Uncertificated REMIC Regular Interest.
Appears in 1 contract
Conveyance of the Underlying Certificate. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set-over and otherwise convey to the Trustee, in trust, for the use and benefit of the Certificateholders, without recourse, all the right, title and interest of the Company Depositor in and to (i) the Underlying Certificate (ii) the Purchase Agreement and (iii) all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable to and all rights of on the Underlying Certificateholder Certificate pursuant to the Pooling and Servicing Agreement. Underlying Agreement following the Closing Date.
(b) In connection with such transfer and assignment, on the Closing Date the Company will deliver to, and deposit withconcurrently with its execution and delivery of this Agreement, the Trustee Depositor shall have caused the Underlying Certificate, together with a duly issued and authenticated certificate or certificates for the Underlying Certificate, evidencing the entire interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate to be registered in the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificate is a Bookbook-Entry Certificate, delivery entry records of the Underlying Certificate will be satisfied if Federal Reserve Banks in the Company meets the requirements name of the Depository to sell, transfer, assign, set-over and otherwise convey to the Trustee the Underlying Certificate in accordance with the rules of the Depository and applicable provisions of the Uniform Commercial Code as in force in the relevant jurisdiction from time to time. or its nominee.
(c) The Trustee hereby acknowledges the receipt by it transfer of the Underlying Certificate and the other documents and instruments referenced above, and declares that it holds and will hold such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in constituting the Trust Fund, in trust for Fund is absolute and is intended by the exclusive use and benefit of all present and future Certificateholdersparties hereto as a sale.
(bd) It is intended that the conveyance conveyances by the Company Depositor to the Trustee of the Underlying Certificate as provided for in this Section 2.01 and the Uncertificated REMIC Regular Interests be construed as a sale by the Company Depositor to the Trustee of the Underlying Certificate and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Company Depositor to the Trustee to secure a debt or other obligation of the CompanyDepositor. NonethelessHowever, in the event that the Underlying Certificate are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Underlying Certificate, then it is intended that (a) this Agreement is intended shall also be deemed to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be, and hereby is, be a grant by the Company Depositor to the Trustee of a security interest in all of the Company's Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (1) the Underlying Certificate, (2) all amounts payable pursuant to the Underlying Certificate in accordance with the terms thereof and (3) any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired intangibles consisting of, arising from or relating to any of the following: (A) Underlying Certificateforegoing, (B) all amounts payable pursuant to the holders of the Underlying Certificate in accordance with the terms thereof and of the Pooling and Servicing Agreement, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Trust Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or any agent of the Trustee of the Underlying Certificate or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities documents or chattel paper shall be deemed to be "“possession by the secured party," ” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Pennsylvania New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 9-313 and 9-314 thereof)jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities financial intermediaries, bailees or agents of, or persons holding for (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.
(c) . It is also intended that the Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool. The Company, the Certificate Administrator powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. The Depositor and the Trustee Trustee, at the Depositor’s or the Majority Certificateholders’ direction, shall, to the extent consistent with this Agreement, take such reasonable actions as may be determined to be necessary to ensure that, if this Agreement were determined deemed to create a security interest in the Underlying Certificate and the Uncertificated REMIC Regular Interests Certificate, and the other property described above, such security interest would be determined deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Underlying Certificate and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of the Company, or (3) any transfer of any interest of GMAC Mortgage Corporation or the Company in any Uncertificated REMIC Regular Interest.
Appears in 1 contract
Conveyance of the Underlying Certificate. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assignconvey, set-over sell and otherwise convey assign to the Trustee, in trust, for the use and benefit on behalf of the CertificateholdersHolders of the Certificates, without recourse, all the right, title and interest of the Company Depositor in and to the Underlying Certificate with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer the Underlying Certificate to the Trustee, including all distributions thereon payable after the Underlying Remittance Date in November 2001, and agrees to transfer to the Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts payable thereon after the Underlying Remittance Date in November 2001 and all proceeds of the foregoing. The transfer of the Underlying Certificate and all other assets constituting the Trust FundFund is absolute and is intended by the parties hereto as a sale. Such assignment includes, without limitation, all amounts payable Except to and all rights of the extent required to have the Underlying Certificateholder pursuant to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver to, and deposit withCertificate reregistered in its own name or a nominee name, the Trustee shall have the Underlying Certificate, together with a duly issued and authenticated certificate or certificates for the Underlying Certificate, evidencing the entire beneficial ownership interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate to be registered with the Depository in the name of State Street Bank and Trust Company, as the Securities Intermediary for the account of the Trustee and shall not assign, sell, dispose of or transfer any interest in the Underlying Certificate or any other asset constituting the Trust Fund or permit the Underlying Certificate or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any Person claiming by, through or under the Trustee. Notwithstanding the foregoing, The Depositor agrees to the extent that the Underlying Certificate is a Book-Entry Certificate, delivery of the Underlying Certificate will be satisfied if the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey provide to the Trustee all documents required for the Underlying Certificate in accordance with transfer to the rules Trustee of the Depository and applicable provisions of the Uniform Commercial Code as beneficial ownership interest in force in the relevant jurisdiction from time to time. The Trustee hereby acknowledges the receipt by it of the Underlying Certificate and the other documents Trustee is hereby authorized and instruments referenced above, and declares that it holds and will hold directed to execute such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.
(b) documents. It is intended that the conveyance by the Company to the Trustee of the Underlying Certificate by the Depositor to the Trustee as provided for in this Section 2.01 be, and the Uncertificated REMIC Regular Interests be construed as as, a sale by the Company to the Trustee of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Depositor to the Trustee for the benefit of the Certificateholders. FurtherIt is, it is further, not intended that such conveyance be deemed to be a pledge of the Underlying Certificate and any Uncertificated REMIC Regular Interests by the Company Depositor to the Trustee to secure a debt or other obligation of the CompanyDepositor. NonethelessHowever, in the event that the Underlying Certificate is held to be the property of the Depositor, or if for any reason this Trust Agreement is held or deemed to create a security interest in the Underlying Certificate, then it is intended that (a) this Trust Agreement is intended shall also be deemed to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code UCC and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section 2.01 shall be deemed to be, and hereby is, be a grant by the Company Depositor to the Trustee for the benefit of the Certificateholders of a security interest in all of the CompanyDepositor's right (including the power to convey title thereto)right, title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) the Underlying Certificate, (B) all amounts payable pursuant to the holders holder of the Underlying Certificate after the Underlying Remittance Date in November 2001 in accordance with the terms thereof and of the Pooling and Servicing Agreement, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Trust Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the registration of the beneficial ownership interest in the Underlying Certificate with the Depository in the name of State Street Bank and Trust Company as the Securities Intermediary for the account of the Trustee and the possession by the Trustee or any its agent of the Trustee of the Underlying Certificate or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person Person designated by such secured party, for purposes of perfecting the security interest pursuant to the Pennsylvania Uniform Commercial Code as in effect in the State of New York and the Commonwealth of Massachusetts and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 9-313, 8-313 and 9or 8-314 321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities financial intermediaries, bailees or agents of, or persons holding for (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.
(c) . Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable. The Company, the Certificate Administrator Depositor and the Trustee Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Trust Agreement, take such reasonable actions as may be necessary to ensure that, if this Trust Agreement were determined deemed to create a security interest in the Underlying Certificate and other assets constituting the Uncertificated REMIC Regular Interests and the other property Trust Fund described above, such security interest would be determined deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this the Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Underlying Certificate and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of the Company, or (3) any transfer of any interest of GMAC Mortgage Corporation or the Company in any Uncertificated REMIC Regular Interest.
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