SUBSEQUENT TRANSFER AGREEMENT
This SUBSEQUENT TRANSFER AGREEMENT dated as of June 30, 1998 (this
"Agreement") is entered into by and among FIRSTPLUS FINANCIAL, INC., as
Transferor and Servicer (the "Transferor" and "Servicer"), FIRSTPLUS
Investment Corporation, as Seller (the "Seller"), and FIRSTPLUS Home Loan
Owner Trust 1998-4, as Issuer (the "Issuer") and U.S. Bank National
Association, as Indenture Trustee and Co-Owner Trustee (the "Indenture
Trustee" and "Co-Owner Trustee"), with respect to that certain Loan Sale
Agreement dated as of June 1, 1998 (the "Loan Sale Agreement") by and between
the Transferor and the Seller, and that certain Sale and Servicing Agreement
dated as of June 1, 1998 (the "Sale and Servicing Agreement") by and among the
Seller, the Transferor and Servicer, the Issuer, the Indenture Trustee and the
Co-Owner Trustee;
WHEREAS, pursuant to the Loan Sale Agreement and the Sale and
Servicing Agreement, the Transferor, the Seller, the Issuer and the Indenture
Trustee agreed to the sale by the Transferor to the Seller, the sale by the
Seller to the Issuer and the pledge by the Issuer to Indenture Trustee of
additional Home Loans following the Closing Date; and
WHEREAS, the Transferor, the Seller, the Issuer and the Indenture
Trustee desire to enter into this Subsequent Transfer Agreement to reflect the
sale, transfer, assignment, set over, conveyance and grant of certain
additional Home Loans to the Issuer and their pledge to the Indenture Trustee.
NOW, THEREFORE, in consideration of the premises herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are mutually acknowledged, the Transferor, the Seller, the Issuer and
the Indenture Trustee hereby agree as follows:
Section 1. Subsequent Home Loans. The Transferor, the Seller, the
Issuer and the Indenture Trustee hereby agree to the sale, transfer,
assignment, set over, conveyance and grant by the Transferor to the Seller,
the sale, transfer, assignment, set over, conveyance and grant by the Seller
to the Issuer and the Grant by the Issuer to the Indenture Trustee of the
additional home loans as described on Attachment 1 attached hereto (the
"Subsequent Home Loans") and the Home Loan Schedule attached hereto as
Attachment 2 (the "Home Loan Schedule"). The Home Loan Schedule shall
supersede any Addition Notices for any Subsequent Transfer Agreement insofar
as the Home Loan Schedule relates to the identification of Subsequent Home
Loans transferred to the Issuer. Capitalized terms used and not defined herein
have the meanings assigned to them in the Sale and Servicing Agreement, or if
not defined therein, in the Indenture, dated as of June 1, 1998, between the
Issuer and the indenture Trustee (the "Indenture").
Section 2. Sale by Transferor to Seller of Subsequent Home Loans.
The Transferor does hereby sell, transfer, assign, set over, convey and Grant
to the Seller:
(i) all of the right, title and interest of the Transferor in
and to each Subsequent Home Loan identified on the Home
Loan Schedule, including without limitation, the Home
Loans, the Servicer's Home Loan Files and the Debt
Instruments, and all payments on, and proceeds with
respect to, such Subsequent Home Loans received on and
after the applicable Cut-Off Date;
(ii) all right, title and interest of the Transferor in the
Mortgages on the properties securing the Subsequent Home
Loans, if any, including any Mortgaged Property acquired
by or on behalf of the Seller or its successor by
foreclosure or deed in lieu of foreclosure or otherwise;
(iii) all right, title and interest of the Transferor in and to
any rights in or proceeds from any insurance policies
(including title insurance policies) covering the
Subsequent Home Loans, the related Mortgaged Properties or
the related Obligors and any amounts recovered from third
parties in respect of any Liquidated Home Loans; and
(iv) all the proceeds of each of the foregoing.
With respect to each Subsequent Home Loan, the Transferor has
delivered or caused to be delivered to the Seller, each item set forth in
Section 2.02 of the Sale and Servicing Agreement. The transfer to the Seller
by the Transferor of the Subsequent Home Loans identified on the Mortgage Loan
Schedule shall be absolute and is intended by the Transferor and the Seller to
constitute and to be treated as an absolute conveyance and sale by the
Transferor. The expenses and costs relating to the delivery of the Subsequent
Home Loans, this Agreement and the Sale and Servicing Agreement shall be borne
by the Transferor. Additional terms of the sale, including the purchase price,
are set forth on Attachment 1 attached hereto.
Section 3. Sale by Seller to Issuer of Subsequent Home Loans. Upon
and simultaneous with the purchase by the Seller from the Transferor of the
Subsequent Home Loans, the Seller does hereby sell, transfer, assign, set
over, convey and Grant to the Issuer:
(i) all of the right, title and interest of the Seller in and
to each Subsequent Home Loan identified on the Home Loan
Schedule, including without limitation, the Home Loans,
the Servicer's Home Loan Files and the related Debt
Instruments, and all payments on, and proceeds with
respect to, such Subsequent Home Loans received on and
after the applicable Cut-off Date;
(ii) all right, title and interest of the Seller in the
Mortgages on the properties securing the Subsequent Home
Loans, if any, including any Mortgaged Property acquired
by or on behalf of the Issuer by foreclosure or deed in
lieu of foreclosure or otherwise;
(iii) all right, title and interest of the Seller in and to any
rights in or proceeds from any insurance policies
(including title insurance policies) covering the
Subsequent Home Loans, the related Mortgaged Properties or
the related Obligors and any amounts recovered from third
parties in respect of any Liquidated Home Loans; and
(iv) all the proceeds of each of the foregoing.
With respect to each Subsequent Home Loan, the Seller has delivered
or caused to be delivered to the Issuer, each item set forth in Section 2.02
of the Sale and Servicing Agreement. The transfer to the Issuer by the Seller
of the Subsequent Home Loans identified on the Mortgage Loan Schedule shall be
absolute and is intended by the Seller, the Transferor, the Issuer, the
Certificateholders and the Noteholders to constitute and to be treated as an
absolute conveyance and sale by the Seller. The expenses and costs relating to
the delivery of the Subsequent Home Loans, this Agreement and the Sale and
Servicing Agreement shall be borne by the Seller to the extent that the same
are not paid by the Transferor. Additional terms of the sale, including the
purchase price, are set forth on Attachment 1 attached hereto.
Section 4. Grant by Issuer to Indenture Trustee of Subsequent Home
Loans.
Upon and simultaneous with the purchase by the Seller from the
Transferor of the Subsequent Home Loans and the purchase by the Issuer from
the Seller of the Subsequent Home Loans, and pursuant to the terms of the
Indenture, the Issuer does hereby Grant to the Indenture Trustee:
(i) all of the right, title and interest of the Issuer in and
to each Subsequent Home Loan identified on the Home Loan
Schedule, including without limitation, the Home Loans,
the Servicer's Home Loan Files and the Debt Instruments,
and all payments on, and proceeds with respect to, such
Subsequent Home Loans received on and after the applicable
Cut-off Date;
(ii) all right, title and interest of the Issuer in the
Mortgages on the properties securing the Subsequent Home
Loans, if any, including any Mortgaged Property acquired
by or on behalf of the Issuer by foreclosure or deed in
lieu of foreclosure or otherwise;
(iii) all right, title and interest of the Issuer in and to any
rights in or proceeds from any insurance policies
(including title insurance policies) covering the
Subsequent Home Loans, the related Mortgaged Properties or
the related Obligors and any amounts recovered from third
parties in respect of any Liquidated Home Loans; and
(iv) all the proceeds of each of the foregoing.
Section 5. Representations and Warranties; Conditions Precedent.
(a) The Transferor hereby makes the representations, warranties and
covenants set forth in Sections 3.02 and 3.04 of the Sale and Servicing
Agreement with respect to the Subsequent Home Loans as of the date hereof and
the applicable Subsequent Transfer Date, and the Transferor hereby confirms
that with respect to the sale by the Transferor to the Seller of the
Subsequent Home Loans each of the conditions set forth in Sections 2.02 of the
Sale and Servicing Agreement for such sale have been satisfied as of the date
hereof and the applicable Subsequent Transfer Date. In addition, the
Transferor hereby reconfirms the accuracy of the representations and
warranties set forth in Section 3.03 of the Sale and Servicing Agreement with
respect to the Subsequent Home Loans as of the date hereof and the applicable
Subsequent Transfer Date.
In reliance upon the representations, warranties and covenants made
by the Transferor in the preceding subsection (a) and in the Officer's
Certificate of the Transferor dated as of the date hereof, the Seller hereby
affirms the representations, warranties and covenants set forth in Section
3.01 of the Sale and Servicing Agreement with respect to the Subsequent Home
Loans as of the date hereof and the applicable Subsequent Transfer Date, and
the Seller hereby confirms that each of the conditions set forth in Sections
2.02 and 3.04 of the Sale and Servicing Agreement are satisfied as of the date
hereof and the applicable Subsequent Transfer Date.
All terms and conditions of the Sale and Servicing Agreement are
hereby ratified and confirmed; provided however, that in the event of any
conflict the provisions of this Agreement shall control over the conflicting
provisions of the Sale and Servicing Agreement.
Section 6. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by the Transferor, at its
expense, in the event such recordation materially and beneficially affects the
interests of the Noteholders or the Certificateholders.
Section 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
Section 8. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the Transferor, the Seller, the Issuer, the
Indenture Trustee and their respective successors and permitted assigns.
Section 9. Counterparts. This Agreement may be executed in one or
more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the Transferor, the Seller, the Issuer and the
Indenture Trustee have caused this SUBSEQUENT TRANSFER AGREEMENT to be signed
by their respective officers thereunto duly authorized, as of the day and year
first above written.
FIRSTPLUS FINANCIAL, INC.,
as Transferor
By:______________________________________
Name:
Title:
FIRSTPLUS INVESTMENT CORPORATION,
as Seller
By:______________________________________
Name:
Title:
FIRSTPLUS HOME LOAN OWNER TRUST 1998-4
By: Wilmington Trustee Company as Owner Trustee
By:_____________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
as Indenture Trustee
By:____________________________________
Name:
Title:
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared ____________________________________, known to me to be
the person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said FIRSTPLUS FINANCIAL,
INC., a Texas corporation, and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
___________________, 199_.
_____________________________
Notary Public, State of Texas
My commission expires:
________________________. (printed name)
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared ____________________________________, known to me to be
the person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said FIRSTPLUS INVESTMENT
CORPORATION, a Nevada corporation, and that he executed the same as the act of
such corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
___________________, 199_.
_______________________________
Notary Public, State of Texas
My commission expires:
________________________. (printed name)
THE STATE OF DELAWARE )
)
COUNTY OF NEWCASTLE )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared _______________________________________, known to me to be
the person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said FIRSTPLUS Home Loan
Owner Trust 1998-4, as Issuer, and that he executed the same as the act of
such association for the purposes and consideration therein expressed, and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
___________________, 199_.
_________________________________
Notary Public, State of Delaware
My commission expires:
____________________. (printed name)
THE STATE OF MINNESOTA )
)
COUNTY OF RAMSEY )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared _______________________________________, known to me to be
the person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said U.S. BANK NATIONAL
ASSOCIATION, as Indenture Trustee, and that she executed the same as the act
of such association for the purposes and consideration therein expressed, and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
__________________, 199_.
_________________________________
Notary Public, State of Minnesota
My commission expires:
________________________. (printed name)
ATTACHMENT 1
1. Transfer Source of Subsequent Mortgage Loans: FIRSTPLUS FINANCIAL, INC.
Subsequent Transfer Date: June 30, 1998
Cut-Off Date: May 31, 1998
Aggregate Outstanding Principal Balance
of Subsequent Mortgage Loans: $77,808,017.14
Purchase Price for Subsequent
Mortgage Loans: $77,808,017.14
2. Transfer Source of Subsequent Mortgage Loans: ______________
Subsequent Transfer Date: ______________
Cut-Off Date: ______________
Aggregate Outstanding Principal Balances
of Subsequent Mortgage Loans: ______________
Purchase Price for Subsequent
Mortgage Loans: ______________
3. Transfer Source of Subsequent Mortgage Loans: ______________
Subsequent Transfer Date: ______________
Cut-Off Date: ______________
Aggregate Outstanding Principal Balances
of Subsequent Mortgage Loans: ______________
Purchase Price for Subsequent
Mortgage Loans: ______________
ATTACHMENT 2
Home Loan Schedule