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Title: |
Grantor Trust Agreement |
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Entities: |
Bear, Stearns & Co. Inc.; Cede & Co.; Freddie Mac; Impac CMB Trust Series 2004-6 ; IMPAC Mortgage Holdings, Inc.; McGraw-Hill Companies Inc.; UBS Securities LLC; Wells Fargo Bank, NA; Federal National Mortgage Association; International Swaps & Derivatives Association, Inc. |
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Date: |
2004 |
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Size: |
Preview shows 31KB of 249KB total |
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Price: |
$91 |
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ID: |
#2109825 |
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IMH ASSETS CORP.,
DEPOSITOR,
and
WELLS FARGO BANK, N.A.,
GRANTOR TRUSTEE
------------------------------------------
GRANTOR TRUST AGREEMENT
Dated as of June 29, 2004
------------------------------------------
IMH ASSETS CORP.
IMPAC CMB GRANTOR TRUST 2004-6-1 THROUGH 6,
GRANTOR TRUST CERTIFICATES, SERIES 2004-6
------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I
Definitions..........................................................................2
ARTICLE II
Conveyance of Underlying Class M Bonds;
Original Issuance of Certificates....................................................7
Section 2.01 CONVEYANCE OF UNDERLYING CLASS M BONDS TO
GRANTOR TRUSTEE...............................................................7
Section 2.02 ACCEPTANCE BY GRANTOR TRUSTEE...................................8
Section 2.03 REPRESENTATIONS AND WARRANTIES CONCERNING THE
DEPOSITOR.....................................................................8
ARTICLE III
Accounts............................................................................10
Section 3.01 PAYMENT ACCOUNT................................................10
Section 3.02 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE
PAYMENT ACCOUNTS.............................................................10
ARTICLE IV
Certificates........................................................................11
Section 4.01 CERTIFICATES...................................................11
Section 4.02 REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES.................................................................13
Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES
............................................................................14
Section 4.04 PERSONS DEEMED OWNERS..........................................15
Section 4.05 ERISA RESTRICTIONS.............................................15
ARTICLE V
Payments to Certificateholders......................................................16
Section 5.01 PAYMENTS ON THE CERTIFICATES...................................16
Section 5.02 ALLOCATION OF LOSSES...........................................16
Section 5.03 PAYMENTS.......................................................17
Section 5.04 STATEMENTS TO CERTIFICATEHOLDERS...............................17
ARTICLE VI
Indemnification.....................................................................19
ARTICLE VII
Concerning the Grantor Trustee......................................................20
Section 7.01 DUTIES OF GRANTOR TRUSTEE......................................20
{/TABLE}
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{PAGE}
{TABLE}
{S} {C}
Section 7.02 CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE
............................................................................21
Section 7.03 GRANTOR TRUSTEE NOT LIABLE FOR CERTIFICATES OR
MORTGAGE LOANS...............................................................23
Section 7.04 GRANTOR TRUSTEE MAY OWN CERTIFICATES...........................23
Section 7.05 GRANTOR TRUSTEE'S FEES AND EXPENSES............................23
Section 7.06 ELIGIBILITY REQUIREMENTS FOR GRANTOR TRUSTEE
............................................................................24
Section 7.07 INSURANCE......................................................24
Section 7.08 RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE
............................................................................24
Section 7.09 SUCCESSOR GRANTOR TRUSTEE......................................25
Section 7.10 MERGER OR CONSOLIDATION OF GRANTOR TRUSTEE
............................................................................26
Section 7.11 APPOINTMENT OF CO-GRANTOR TRUSTEE OR SEPARATE
GRANTOR TRUSTEE..............................................................26
Section 7.12 FEDERAL INFORMATION RETURNS AND REPORTS TO
CERTIFICATEHOLDERS; GRANTOR TRUST ADMINISTRATION.............................27
ARTICLE VIII
Termination.........................................................................29
Section 8.01 TERMINATION UPON REPURCHASE BY THE DEPOSITOR OR
ITS DESIGNEE OR LIQUIDATION OF THE MORTGAGE LOANS............................29
ARTICLE IX
Miscellaneous Provisions............................................................30
Section 9.01 INTENT OF PARTIES..............................................30
Section 9.02 ACTION UNDER UNDERLYING DOCUMENTS..............................30
Section 9.03 AMENDMENT......................................................30
Section 9.04 RECORDATION OF AGREEMENT.......................................31
Section 9.05 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.....................31
Section 9.06 ACTS OF CERTIFICATEHOLDERS.....................................32
Section 9.07 GOVERNING LAW..................................................33
Section 9.08 NOTICES........................................................33
Section 9.09 SEVERABILITY OF PROVISIONS.....................................34
Section 9.10 SUCCESSORS AND ASSIGNS.........................................34
Section 9.11 ARTICLE AND SECTION HEADINGS...................................34
Section 9.12 COUNTERPARTS...................................................34
Section 9.13 NOTICE TO RATING AGENCIES......................................34
{/TABLE}
EXHIBITS
Exhibit A - Form of Class M Certificate
Exhibit B - Copies of Underlying Class M Bonds
Exhibit C - Underlying Operative Documents
-ii-
{PAGE}
GRANTOR TRUST AGREEMENT
Grantor Trust Agreement dated June 29, 2004, between IMH Assets Corp., a
California corporation, as Depositor (the "Depositor") and Wells Fargo Bank,
N.A., a national banking association, not in its individual capacity but solely
as grantor trustee (the "Grantor Trustee").
PRELIMINARY STATEMENT
On the Closing Date, the Depositor will acquire the Underlying Class M
Bonds. On the Closing Date, the Depositor will (i) transfer the Underlying Class
M-1-1 Bonds and Class M-1-2 Bonds to Impac CMB Grantor Trust 2004-6-1 and
receive the Class M-1 Certificates evidencing the entire beneficial ownership
interest in Trust Fund 1; (ii) transfer the Underlying Class M-2-1 Bonds and
Class M-2-2 Bonds to Impac CMB Grantor Trust 2004-6-2 and receive the Class M-2
Certificates evidencing the entire beneficial ownership interest in Trust Fund
2; (iii) transfer the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds to
Impac CMB Grantor Trust 2004-6-3 and receive the Class M-3 Certificates
evidencing the entire beneficial ownership interest in Trust Fund 3; (iv)
transfer the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds to Impac CMB
Grantor Trust 2004-6-4 and receive the Class M-4 Certificates evidencing the
entire beneficial ownership interest in Trust Fund 4; (v) transfer the
Underlying Class M-5-1 Bonds and Class M-5-2 Bonds to Impac CMB Grantor Trust
2004-6-5 and receive the Class M-5 Certificates evidencing the entire beneficial
ownership interest in Trust Fund 5; and (vi) transfer the Underlying Class M-6-1
Bonds and Class M-6-2 Bonds to Impac CMB Grantor Trust 2004-6-6 and receive the
Class M-6 Certificates evidencing the entire beneficial ownership interest in
Trust Fund 6.
The Grantor Trustee on behalf of each Trust shall make an election for the
assets constituting the related Trust Fund to be treated for federal income tax
purposes as a grantor trust.
In consideration of the mutual agreements herein contained, the Depositor
and the Grantor Trustee agree as follows:
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{PAGE}
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless
otherwise expressly provided or unless the context otherwise requires, shall
have the meanings specified in this Article. Capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in the Definitions
attached as Appendix A to the Indenture.
AGREEMENT: This Grantor Trust Agreement and all amendments hereof and
supplements hereto.
ASSUMED FINAL PAYMENT DATE: June 2034, or if such day is not a Business
Day, the next succeeding Business Day.
AVAILABLE FUNDS: With respect to any Payment Date and each Certificate,
the sum of any payments received by the Grantor Trustee from the related
Underlying Class M Bonds minus the fees, expenses and indemnity amounts owed the
Grantor Trustee.
BOOK-ENTRY CERTIFICATES: Beneficial interests in the Certificates,
ownership and transfers of which shall be made through book entries by the
Depository as described in Section 4.01 of the Grantor Trust Agreement.
CERTIFICATE: Any grantor trust certificate evidencing a beneficial
ownership interest in the related Trust Fund signed and countersigned by the
Grantor Trustee in substantially the form annexed hereto as Exhibit A, with the
blanks therein appropriately completed.
CERTIFICATE OWNER: Any Person who is the beneficial owner of a Certificate
registered in the name of the Depository or its nominee.
CERTIFICATE REGISTER: The register maintained pursuant to Section 4.02(a).
CERTIFICATEHOLDER: A Holder of a Certificate.
CLASS: With respect to the Grantor Trust Certificates, M-1, M-2, M-3, M-4,
M-5 or M-6.
CLOSING DATE: June 29, 2004.
CODE: The Internal Revenue Code of 1986, as amended.
CORPORATE TRUST OFFICE: The office of the Grantor Trustee at which at any
particular time its corporate trust business is administered, which office, at
the date of the execution of this Agreement, is located at 1761 East St. Andrew
Place, Santa Ana, California 92705, Attention: IM0403.
CURRENT PRINCIPAL AMOUNT: With respect to any Certificate as of any
Payment Date, the initial principal amount of such Certificate, and reduced by
(i) all amounts distributed on previous Payment Dates on such Certificate with
respect to principal and (ii) the principal portion of all Underlying Realized
Losses allocated prior to such Payment Date to such Certificate. With respect to
the Certificates in the aggregate, the Current Principal Amount thereof will
equal the sum of the Current Principal Amounts of all Certificates.
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{PAGE}
CUT-OFF DATE: June 1, 2004.
DEPOSITORY: The Depository Trust Company, the nominee of which is Cede &
Co., or any successor thereto.
DEPOSITORY AGREEMENT: The meaning specified in Subsection 4.01(a) hereof.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DESIGNATED DEPOSITORY INSTITUTION: A depository institution (commercial
bank, federal savings bank mutual savings bank or savings and loan association)
or trust company (which may include the Grantor Trustee), the deposits of which
are fully insured by the FDIC to the extent provided by law.
DTC CUSTODIAN: Wells Fargo Bank, N.A., or its successors in interest as
custodian for the Depository.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FRACTIONAL UNDIVIDED INTEREST: With respect to each Class of Certificates,
the fractional undivided interest evidenced by any Certificate, the numerator of
which is the Current Principal Amount of such Certificate and the denominator of
which is the aggregate Current Principal Amount of the related Class of such
Certificate.
GRANTOR TRUST: Any of the Trusts.
GRANTOR TRUSTEE: Wells Fargo Bank, N.A., or its successor in interest, or
any successor trustee appointed as herein provided.
HOLDER: The Person in whose name a Certificate is registered in the
Certificate Register, except that solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or the Grantor Trustee or any Affiliate thereof shall be deemed not to
be outstanding and the Fractional Undivided Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Fractional Undivided Interests necessary to effect any such consent has been
obtained.
INDEMNIFIED PERSONS: The Grantor Trustee and its officers, directors,
agents and employees and any separate co-trustee and its officers, directors,
agents and employees.
INDEPENDENT: When used with respect to any specified Person, this term
means that such Person (a) is in fact independent of the Depositor and of any
Affiliate of the Depositor (b) does not have any direct financial interest or
any material indirect financial interest in the Depositor or any Affiliate of
the Depositor and (c) is not connected with the Depositor or any Affiliate as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
INTEREST ACCRUAL PERIOD: With respect to any Payment Date and the
Certificates, (i) with respect to the Payment Date in April 2004, the period
commencing on the Closing Date and ending on the day preceding the Payment Date
in April 2004, and (ii) with respect to any Payment Date after the Payment Date
in April 2004, the period commencing on the Payment Date in the month
immediately preceding the month in which that Payment Date occurs and ending on
the day
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{PAGE}
preceding that Payment Date.
LIBOR: LIBOR as determined by the Underlying Indenture Trustee pursuant to
the Underlying Indenture.
MOODY'S: Moody's Investors Service, Inc. or its successor in interest.
OPINION OF COUNSEL: A written opinion of counsel who is or are acceptable
to the Grantor Trustee and who, unless required to be Independent (an "Opinion
of Independent Counsel"), may be internal counsel for the Depositor.
PAYMENT ACCOUNT: With respect to the Trusts, any of the related trust
accounts created and maintained pursuant to Section 3.01, which shall be
denominated (i) "Wells Fargo Bank, N.A., as Grantor Trustee f/b/o holders of IMH
Assets Corp., Impac CMB Grantor Trust 2004-6-1, Class M-1 Grantor Trust
Certificates, Series 2004-6-1 Payment Account," (ii) "Wells Fargo Bank, N.A., as
Grantor Trustee f/b/o holders of IMH Assets Corp., Impac CMB Grantor Trust
2004-6-2, Class M-2 Grantor Trust Certificates, Series 2004-6-2 Payment
Account," (iii) "Wells Fargo Bank, N.A., as Grantor Trustee f/b/o holders of IMH
Assets Corp., Impac CMB Grantor Trust 2004-6-3, Class M-3 Grantor Trust
Certificates, Series 2004-6-3 Payment Account," (iv) "Wells Fargo Bank, N.A., as
Grantor Trustee f/b/o holders of IMH Assets Corp., Impac CMB Grantor Trust
2004-6-4, Class M-4 Grantor Trust Certificates, Series 2004-6-4 Payment
Account," (v) "Wells Fargo Bank, N.A., as Grantor Trustee f/b/o holders of IMH
Assets Corp., Impac CMB Grantor Trust 2004-6-5, Class M-5 Grantor Trust
Certificates, Series 2004-6-5 Payment Account," or (vi) "Wells Fargo Bank, N.A.,
as Grantor Trustee f/b/o holders of IMH Assets Corp., Impac CMB Grantor Trust
2004-6-6, Class M-6 Grantor Trust Certificates, Series 2004-6-6 Payment
Account," as applicable.
PERSON: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
RATING AGENCIES: S&P and Moody's.
RECORD DATE: With respect to the Certificates that are Book-Entry
Certificates and any Payment Date, the close of business on the Business Day
immediately preceding such Payment Date. With respect to any Certificates that
are not Book-Entry Certificates, the close of business on the last Business Day
of the calendar month preceding such Payment Date.
RESPONSIBLE OFFICER: Any officer assigned to the Corporate Trust Office
(or any successor thereto), including any Vice President, Assistant Vice
President, Trust Officer, any Assistant Secretary, any trust officer or any
other officer of the Grantor Trustee customarily performing functions similar to
those performed by any of the above designated officers and having direct
responsibility for the administration of this Agreement.
S&P: Standard and Poor's, a division of The McGraw-Hill Companies, Inc.,
and its successors in interest.
STATEMENTS TO UNDERLYING CLASS M BONDHOLDERS: The statement provided to
the Holders of the Underlying Class M Bonds in accordance with Section 7.05 of
the Underlying Indenture.
TRUST FUND 1 or TRUST 1: The corpus of the trust created by this
Agreement, consisting of the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds
and the other related assets described
-4-
{PAGE}
in the third paragraph of Section 2.01.
TRUST FUND 2 or TRUST 2: The corpus of the trust created by this
Agreement, consisting of the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds
and the other related assets described in the third paragraph of Section 2.01.
TRUST FUND 3 or TRUST 3: The corpus of the trust created by this
Agreement, consisting of the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds
and the other related assets described in the third paragraph of Section 2.01.
TRUST FUND 4 or TRUST 4: The corpus of the trust created by this
Agreement, consisting of the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds
and the other related assets described in the third paragraph of Section 2.01.
TRUST FUND 5 or TRUST 5: The corpus of the trust created by this
Agreement, consisting of the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds
and the other related assets described in the third paragraph of Section 2.01.
TRUST FUND 6 or TRUST 6: The corpus of the trust created by this
Agreement, consisting of the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds
and the other related assets described in the third paragraph of Section 2.01.
TRUST FUND or TRUST: Any of Trust Fund 1, Trust Fund 2, Trust Fund 3,
Trust Fund 4 Trust Fund 5 or Trust Fund 6, or Trust 1, Trust 2, Trust 3, Trust
4, Trust 5 or Trust 6.
UNDERLYING CLASS M BOND: With respect to the Class M-1 Certificates and
Trust Fund 1, the Class M-1-1 Bonds and Class M-1-2 Bonds; with respect to the
Class M-2 Certificates and Trust Fund 2, the Class M-2-1 Bonds and Class M-2-2
Bonds; with respect to the Class M-3 Certificates and Trust Fund 3, the Class
M-3-1 Bonds and Class M-3-2 Bonds; with respect to the Class M-4 Certificates
and Trust Fund 4, the Class M-4-1 Bonds and Class M-4-2 Bonds; with respect to
the Class M-5 Certificates and Trust Fund 5, the Class M-5-1 Bonds and Class
M-5-2 Bonds; and with respect to the Class M-6 Certificates and Trust Fund 6,
the Class M-6-1 Bonds and Class M-6-2 Bonds, in each case, issued pursuant to
the Underlying Indenture.
UNDERLYING INDENTURE TRUSTEE: Wells Fargo Bank, N.A., as trustee under the
Underlying Indenture.
UNDERLYING INTEREST SHORTFALLS: Any Unpaid Interest Shortfalls (as defined
in the Underlying Indenture) allocated to the Underlying Class M Bonds pursuant
to the Underlying Indenture.
UNDERLYING MORTGAGE LOANS: The mortgage loans deposited into the
Underlying Trust created by the Underlying Indenture.
UNDERLYING INDENTURE: The Indenture dated as of June 29, 2004, between the
Underlying Indenture Trustee and Impac CMB Trust Series 2004-6, attached hereto
as Exhibit E.
UNDERLYING REALIZED LOSSES: Any realized losses allocated to the related
Underlying Class M Bonds pursuant to the Underlying Indenture.
-5-
{PAGE}
ARTICLE II
Conveyance of Underlying Class M Bonds;
Original Issuance of Certificates
Section 2.01 CONVEYANCE OF UNDERLYING CLASS M BONDS TO GRANTOR TRUSTEE.
The Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, convey and assign to the Grantor Trustee, in trust, (A) for the use
and benefit of the Class M-1 Certificateholders, (i) all the right, title and
interest of the Depositor in and to the Underlying Class M-1-1 Bonds and Class
M-1-2 Bonds, (ii) all payments on the Underlying Class M-1-1 Bonds and Class
M-1-2 Bonds after the Closing Date and (iii) all other assets constituting Trust
Fund 1; (B) for the use and benefit of the Class M-2 Certificateholders, (i) all
the right, title and interest of the Depositor in and to the Underlying Class
M-2-1 Bonds and Class M-2-2 Bonds, (ii) all payments on the Underlying Class
M-2-1 Bonds and Class M-2-2 Bonds after the Closing Date and (iii) all other
assets constituting Trust Fund 2; (C) for the use and benefit of the Class M-3
Certificateholders, (i) all the right, title and interest of the Depositor in
and to the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds, (ii) all payments
on the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds after the Closing Date
and (iii) all other assets constituting Trust Fund 3; (D) for the use and
benefit of the Class M-4 Certificateholders, (i) all the right, title and
interest of the Depositor in and to the Underlying Class M-4-1 Bonds and Class
M-4-2 Bonds, (ii) all payments on the Underlying Class M-4-1 Bonds and Class
M-4-2 Bonds after the Closing Date and (iii) all other assets constituting Trust
Fund 4; (E) for the use and benefit of the Class M-5 Certificateholders, (i) all
the right, title and interest of the Depositor in and to the Underlying Class
M-5-1 Bonds and Class M-5-2 Bonds, (ii) all payments on the Underlying Class
M-5-1 Bonds and Class M-5-2 Bonds after the Closing Date and (iii) all other
assets constituting Trust Fund 5; and (F) for the use and benefit of the Class
M-6 Certificateholders, (i) all the right, title and interest of the Depositor
in and to the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds, (ii) all
payments on the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds after the
Closing Date and (iii) all other assets constituting Trust Fund 6.
In connection with each such transfer and assignment, the Depositor is
causing the delivery to the Grantor Trustee of the related Underlying Class M
Bonds.
It is intended that the conveyance of the Seller's right, title and
interest in and to the related Underlying Class M Bonds and all other assets
constituting the related Trust Fund pursuant to this Agreement shall constitute,
and be construed as, an absolute sale of the Underlying Class M Bonds and the
other assets constituting such Trust Fund by the Depositor to the Grantor
Trustee for the benefit of the related Certificateholders. Furthermore, it is
not intended that such conveyance be deemed a pledge of the related Underlying
Class M Bonds and the other assets constituting the related Trust Fund by the
Depositor to the Grantor Trustee to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the intent of the
parties, the related Underlying Class M Bonds and the other assets constituting
the applicable Trust Fund are held to be the property of the Depositor, or if
for any other reason this Agreement is held or deemed to create a security
interest in the related Underlying Class M Bonds and the other assets
constituting the applicable Trust Fund, then it is intended as follows: (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for
in this Section shall be deemed to be a grant by the Depositor to the Grantor
Trustee of a security interest in all of the Seller's right, title and interest
in and to the related Underlying Class M Bonds, and all amounts payable to the
holders of the related Underlying Class M Bonds and 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
-6-
{PAGE}
held or invested in the Payment Account, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Grantor
Trustee or its agent of the related Underlying Class M Bonds and such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Articles 8 and 9 of the
Uniform Commercial Code; and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Grantor Trustee for the purpose of perfecting such security interest
under applicable law.
It is also intended that each Trust Fund be classified (for Federal 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 as an
association taxable as a corporation. The powers granted and obligations
undertaken in this Agreement shall be construed so as to further such intent.
Section 2.02 ACCEPTANCE BY GRANTOR TRUSTEE. The Grantor Trustee hereby
acknowledges the receipt by it of the Underlying Class M Bonds and declares that
it holds and will hold such Underlying Class M Bonds and all other assets and
documents included in the related Trust Fund, in trust, upon the trusts herein
set forth, for the exclusive use and benefit of all present and future
applicable Certificateholders in accordance with the terms of this Agreement.
Section 2.03 REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR. The
Depositor hereby represents and warrants to the Grantor Trustee as follows:
(i) the Depositor (a) is a corporation duly organized, validly
existing and in good standing under the laws of the State of California
and (b) is qualified and in good standing as a foreign corporation to do
business in each jurisdiction where such qualification is necessary,
except where the failure so to qualify would not reasonably be expected to
have a material adverse effect on the Seller's business as presently
conducted or on the Purchaser's ability to enter into this Agreement and
to consummate the transactions contemplated hereby;
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