Common use of Conveyance of Home Equity Loans Clause in Contracts

Conveyance of Home Equity Loans. (a) In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Originators, concurrently with the execution and delivery of this Agreement, hereby transfer, assign, set over and otherwise convey to the Seller and the Seller does hereby transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations herein): (A) all right, title and interest of the Seller in and to the Home Equity Loans, and all moneys received thereon, on or after the Cutoff Date; (B) all right, title and interest of the Seller in the security interests in the Mortgaged Properties granted by Mortgagors pursuant to the Home Equity Loans and any other interest of the Seller in the Mortgaged Properties; (C) the interest of the Seller in any proceeds with respect to the Home Equity Loans from claims on any physical damage, theft, credit life or disability insurance policies covering Mortgaged Properties or Mortgagors; (D) all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account, in the Trust Accounts, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); and (E) the proceeds of any and all of the foregoing. In connection with such transfer, assignment and conveyance by the Originators to the Seller and by the Seller to the Trust, the Seller shall deliver to, and deposit with the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan (the "Related Documents"):

Conveyance of Home Equity Loans. (a) In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the OriginatorsThe Depositor, concurrently with the execution and delivery of this Agreementhereof, hereby transfer, assign, set over and otherwise convey to the Seller and the Seller does hereby transfer, assign, set over and otherwise convey to the Issuer, Trustee without recourse (subject to for the obligations herein): (A) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Original Home Equity LoansLoans identified on the Home Equity Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Sections 17 and 18 thereof), and all moneys other assets included or to be included in REMIC I. Such assignment includes all interest and principal received thereon, by the Depositor or any Master Servicer on or after with respect to the Cutoff Original Home Equity Loans (other than payments of principal and interest due on such Home Equity Loans on or before the Cut-off Date; ). The Depositor herewith delivers to each of the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Original Home Equity Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (Bi) all the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Seller Depositor in the security interests in the Mortgaged Properties granted by Mortgagors pursuant and to the Original Home Equity Loans and any all other interest of the Seller in the Mortgaged Properties; (C) the interest of the Seller in any proceeds with respect property conveyed to the Home Equity Loans from claims on any physical damage, theft, credit life or disability insurance policies covering Mortgaged Properties or Mortgagors; (D) Trust Fund pursuant to this Section 2.01 and all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account, in the Trust Accounts, including the Reserve Account Initial Depositproceeds thereof, and in all investments and proceeds thereof (including all income thereon); and (Eii) the proceeds of any and all of the foregoingthis Agreement shall constitute a security agreement under applicable law. In connection with such transfer, assignment transfer and conveyance by the Originators to the Seller and by the Seller to the Trustassignment, the Seller shall Depositor does hereby deliver to, and deposit with with, the Trustee, on or before to the Closing DateCustodian as the agent of the Trustee, the following documents or instruments with respect to each Original Home Equity Loan so transferred and assigned the following documents or instruments with respect to each Subsequent Home Equity Loan (the each, a "Related DocumentsMortgage File"):

Conveyance of Home Equity Loans. (a) In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the OriginatorsThe Depositor, concurrently with the execution and delivery of this Agreementhereof, hereby transfer, assign, set over and otherwise convey to the Seller and the Seller does hereby transfer, assign, set over and otherwise convey to the Issuer, Trustee without recourse (subject to for the obligations herein): (A) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Original Home Equity LoansLoans identified on the Home Equity Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Sections 17 and 18 thereof), and all moneys other assets included or to be included in REMIC I. Such assignment includes all interest and principal received thereon, by the Depositor or the Master Servicer on or after with respect to the Cutoff Original Home Equity Loans (other than payments of principal and interest due on such Home Equity Loans on or before the Cut-off Date; ). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. If the assignment and transfer of the Original Home Equity Loans and the Subsequent Home Equity Loans and the other property specified in Sections 2.01 and 2.11 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (Bi) all the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Closing Date and each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Seller Depositor in the security interests in the Mortgaged Properties granted by Mortgagors pursuant and to the Original Home Equity Loans and any other interest of the Seller in the Mortgaged Properties; (C) the interest of the Seller in any proceeds with respect to the related Subsequent Home Equity Loans from claims on any physical damage, theft, credit life or disability insurance policies covering Mortgaged Properties or Mortgagors; (D) and all right, title and interest in all funds on deposit from time other property conveyed to time in the Certificate Distribution Account, in the Trust Accounts, including the Reserve Account Initial DepositFund pursuant to this Sections 2.01 and 2.11 and all proceeds thereof, and in all investments and proceeds thereof (including all income thereon); and (Eii) the proceeds of any and all of the foregoingthis Agreement shall constitute a security agreement under applicable law. In connection with such transfer, assignment transfer and conveyance by the Originators to the Seller and by the Seller to the Trustassignment, the Seller shall Depositor does hereby deliver to, and deposit with with, the Trustee, on or before to one or more Custodians as the Closing Dateagent or agents of the Trustee, the following documents or instruments with respect to each Original Home Equity Loan so transferred and assigned and in connection with the transfer and assignment of each Subsequent Home Equity Loan, will deliver or will deliver to, and deposit with, the Trustee, or to one or more Custodians as the agent or agents of the Trustee, the following documents or instruments with respect to each Subsequent Home Equity Loan (the each, a "Related DocumentsMortgage File"):

Conveyance of Home Equity Loans. (a) In consideration As of the Issuer's delivery Cut-off Date, the Depositor hereby sells, transfers, assigns, sets over and conveys, without recourse, to or upon the order Issuer for the benefit of the Seller on Noteholders, the Closing Date of the net proceeds from the sale of the Notes Certificateholders and the Certificates and the other amounts Credit Enhancer, subject to be distributed from time to time to the Seller in accordance with the terms of this Agreement, all of the Originators, concurrently with the execution and delivery of this Agreement, hereby transfer, assign, set over and otherwise convey to the Seller and the Seller does hereby transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations herein): (A) all Depositor's right, title and interest in and to (i) the Home Equity Loans (excluding the Additional Loans) and all principal collected and interest accrued on each such Home Equity Loan on and after the Cut-off Date; provided, however, that the Depositor reserves and retains all of its right, title and interest in and to principal (including Prepayments) collected and interest accrued on each such Home Equity Loan prior to the Cut-off Date, (ii) such amounts, including Eligible Investments, as from time to time may be held by the Indenture Trustee in any related Account, and by the Servicer in the related Collection Account or otherwise held by the Servicer in trust for the Noteholders or Certificateholders (except as otherwise provided herein), (iii) any Property, the ownership of which has been effected in the name of the Seller Servicer on behalf of the Issuer as a result of foreclosure or acceptance by the Servicer of a deed in lieu of foreclosure and that has not been withdrawn from the Issuer and any related REO Proceeds, (iv) the rights, if any, of the Issuer in any Insurance Policies relating to the Home Equity Loans, and all moneys received thereon, on or after (v) Net Liquidation Proceeds (but only to the Cutoff Date; (B) all right, title and interest extent that such Net Liquidation Proceeds do not exceed the Loan Balance of the Seller in the security interests in the Mortgaged Properties granted by Mortgagors pursuant to the related Home Equity Loans Loan plus accrued and any other unpaid interest of the Seller in the Mortgaged Properties; (Con such Home Equity Loan) the interest of the Seller in any proceeds with respect to any Liquidated Loan, (vi) the Home Equity Loans from claims on any physical damagePolicy and (vii) the Reserve Account. Additionally, theftin connection with such transfer and assignment pursuant to Section __ of the Loan Sale Agreement, credit life or disability insurance policies covering Mortgaged Properties or Mortgagors; (D) the Depositor hereby assigns to the Issuer all of the Depositor's right, title and interest in all funds on deposit from time to time in its rights and benefits, but none of its obligations or burdens, under the Certificate Distribution Account, in the Trust AccountsLoan Sale Agreement, including without limitation, the Reserve Account Initial DepositSeller's rights under the Loan Purchase Agreement, and in all investments the delivery requirements, representations, warranties and proceeds thereof (including all income thereon); and (E) the proceeds of any and all cure, repurchase or substitution obligations of the foregoingOriginators under the Loan Purchase Agreement. In connection with such The foregoing sale, transfer, assignment assignment, setover and conveyance by the Originators to the Seller and by the Seller Issuer shall be made to the Trust, the Seller shall deliver to, and deposit with the Indenture Trustee, on or before behalf of the Closing DateIssuer, the following documents or instruments with respect and each reference in this Agreement to each Home Equity Loan (such sale, transfer, assignment, set over and conveyance shall be construed accordingly. The foregoing items referred to herein as the "Related DocumentsTrust Estate."):

Conveyance of Home Equity Loans. (a) In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementThe Depositor, the Originators, ------------------------------- concurrently with the execution and delivery of this Agreement, does hereby irrevocably transfer, assign, sell, set over and otherwise convey to the Seller Trustee for the benefit of the Certificateholders and the Seller does hereby transfer, assign, set over and otherwise convey to the Issuer, Certificate Insurer without recourse (subject to the obligations herein): Sections 2.02 and 2.05) (Ai) all right, title and interest of the Seller in and to the Home Equity Loans, and all moneys received thereon, on or after the Cutoff Date; (B) all right, title and interest of the Seller in the security interests in the Mortgaged Properties granted by Mortgagors pursuant to the Home Equity Loans and any other interest of the Seller in the Mortgaged Properties; (C) the interest of the Seller in any proceeds with respect to the Home Equity Loans from claims on any physical damage, theft, credit life or disability insurance policies covering Mortgaged Properties or Mortgagors; (D) all its right, title and interest in all funds on deposit from time and to time in the Certificate Distribution Account, in the Trust Accountseach Home Equity Loan, including the Reserve Account Initial DepositCut-Off Date Principal Balance, and all collections in respect thereof received on or after the Cut-Off Date; (ii) property which secured such Home Equity Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Home Equity Loans; (iv) all investments and proceeds thereof (including all income thereon)of any of the foregoing; and (Ev) the proceeds of any Depositor's rights under the Purchase Agreement with respect to the representations and all warranties of the foregoing. In connection Seller thereunder together with such transfer, assignment and conveyance by all rights of the Originators Depositor to the Seller and by require the Seller to cure any breach thereof or to repurchase or substitute for any affected Home Equity Loan in accordance with the TrustPurchase Agreement. In addition, on or prior to the Closing Date, the Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. On or prior to the Closing Date (with respect to items (i), (ii) and (iii) below) and within 90 days of an Assignment Event (with respect to items (iv), (v) and (vi) below), the Seller shall deliver to, and deposit with to the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Home Equity Loan (the "Related Documents"):) and on or prior to the Closing Date the Seller shall deliver to the Trustee the Home Equity Loan Schedule in computer readable format: