Common use of Conveyance of Home Loans Clause in Contracts

Conveyance of Home Loans. (a) Effective as of the Closing Date, subject only to receipt of the Consideration and the delivery of the Home Loan File (as defined in the Home Loan Sale Agreement) for each Home Loan pursuant to subsection (c) below, the Depositor does hereby sell, contribute, assign, transfer, and otherwise convey to the Trust, without recourse, representation, or warranty (other than as expressly set forth in Section 2.10 (a) hereof), and the Trust does hereby accept, assume, and acquire, all of the Depositor's right, title, and interest in and to the Home Loans identified on the Home Loan Schedule, and the Trust hereby assumes and agrees to perform and be bound by each and all of the covenants, agreements, duties, and obligations of the Depositor arising under or relating to such Home Loans. (b) The Trust and its assignees shall be entitled to receive all payments of principal and interest received on or with respect to the Home Loans on and after the Cut-off Date, and all other recoveries of principal and interest collected on or after the Cut-off Date and each of the rights of the Depositor pursuant to representations, warranties, and indemnities in favor of the Depositor contained in the Home Loan Sale Agreement. (c) In connection with its contribution and conveyance of the Home Loans pursuant to subsection (a) above, the terms of the Home Loan Sale Agreement govern the delivery of the Home Loan Files to the Custodian, on behalf of the Indenture Trustee, the Noteholders, and the Note Insurer, and the Depositor assigns all of its rights under the Home Loan Sale Agreement to the Trust. (d) In connection with its conveyance of the Home Loans pursuant to subsection (a) above, the Depositor shall deliver to the Trust or its designee in respect of such Home Loans, on or before the Closing Date, all amounts, if any, received on each Home Loan on and after the Cut-off Date held by or on behalf of the Depositor. (e) The Depositor shall, at any time upon the request of the Trust, without limiting the obligations of the Depositor under this Agreement, execute, acknowledge, and deliver all such additional documents and instruments and all such further assurances and will do or cause to be done all such further acts and things as may be proper or reasonably necessary to carry out the intent of this Agreement.

Conveyance of Home Loans. (a) Effective as of The Depositor, by the Closing Date, subject only to receipt of the Consideration execution and the delivery of the Home Loan File (as defined in the Home Loan Sale this Grantor Trust Agreement) for each Home Loan pursuant to subsection (c) below, the Depositor does hereby sell, contribute, assign, transferset over, and otherwise convey to the TrustGrantor Trustee, without recourse, representationall of its right, or warranty title and interest in, to and under the following, and wherever located: (other than as expressly i) the Home Loans set forth on the Home Loan Schedule, attached hereto as Exhibit B, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date except for the Excluded Interest Portion ; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Depositor in any insurance policies in respect of the Home Loans; (iv) all rights and remedies of the Depositor under the Home Loan Purchase Agreement; and (v) all proceeds of the foregoing. Such conveyance shall be deemed to be made as of the Closing Date. (b) Pursuant to Section 2.10 (a) hereof)2.01 of the Home Loan Purchase Agreement, the Related Documents for each of the Home Loans are required to be delivered to the Custodian. The Depositor hereby acknowledges that all Related Documents delivered to the Custodian are to be held by the Custodian on behalf of, and subject to the exclusive control and direction of, the Grantor Trustee for the benefit of the Holder of the Grantor Trust does hereby accept, assume, and acquire, Certificate. (c) The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Grantor Trustee for the benefit of the Holder of the Grantor Trust Certificate of all of the Depositor's right, title, title and interest in and to the Home Loans identified on and other property as and to the Home Loan Scheduleextent described above. In the event the transactions set forth herein are deemed not to be a sale, and the Depositor hereby grants to the Grantor Trustee for the benefit of the Holder of the Grantor Trust hereby assumes and agrees to perform and be bound by each and Certificate a security interest in all of the covenantsDepositor's right, agreementstitle and interest in, dutiesto and under the Home Loans and such other property, to secure all of the Depositor's obligations hereunder, and obligations this Grantor Trust Agreement shall constitute a security agreement under applicable law. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor arising under or relating to such Home Loans. (b) The Trust and its assignees shall be entitled to receive all payments the filing of principal and interest received on or with respect any additional UCC-1 financing statements due to the Home Loans on and after change in the Cut-off Date, and all other recoveries of principal and interest collected on or after the Cut-off Date and each office of the rights of Depositor, as are necessary to perfect and protect the Depositor pursuant to representations, warranties, and indemnities Grantor Trustee's interests in favor of the Depositor contained in the each Home Loan Sale Agreement. (c) In connection with its contribution and conveyance of the Home Loans pursuant to subsection (a) above, the terms of the Home Loan Sale Agreement govern the delivery of the Home Loan Files to the Custodian, on behalf of the Indenture Trustee, the Noteholders, and the Note Insurer, and the Depositor assigns all of its rights under the Home Loan Sale Agreement to the Trustproceeds thereof. (d) In connection with its conveyance of The trust created hereunder shall be referred to as the Home Loans pursuant to subsection (a) above, the Depositor shall deliver to the "Grantor Trust or its designee in respect of such Home Loans, on or before the Closing Date, all amounts, if any, received on each Home Loan on and after the Cut1998-off Date held by or on behalf of the DepositorHI2". (e) The Depositor shall, at any time upon the request of the Trust, without limiting the obligations of the Depositor under this Agreement, execute, acknowledge, and deliver all such additional documents and instruments and all such further assurances and will do or cause to be done all such further acts and things as may be proper or reasonably necessary to carry out the intent of this Agreement.

Conveyance of Home Loans. (a) Effective as of The Depositor, by the Closing Date, subject only to receipt of the Consideration execution and the delivery of the Home Loan File (as defined in the Home Loan Sale this Grantor Trust Agreement) for each Home Loan pursuant to subsection (c) below, the Depositor does hereby sell, contribute, assign, transferset over, and otherwise convey to the TrustGrantor Trustee, without recourse, representationall of its right, or warranty title and interest in, to and under the following, and wherever located: (other than as expressly i) the Home Loans set forth on the Home Loan Schedule attached hereto as Exhibit B, all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Home Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Depositor in any insurance policies in respect of the Home Loans; (iv) all rights and remedies of the Depositor under the Home Loan Purchase Agreement; and (v) all proceeds of the foregoing. Such conveyance shall be deemed to be made as of the Closing Date. (b) Pursuant to Section 2.10 (a) hereof)2.01 of the Home Loan Purchase Agreement, the Related Documents for each of the Home Loans are required to be delivered to the Custodian. The Depositor hereby acknowledges that all Related Documents delivered to the Custodian are to be held by the Custodian on behalf of, and subject to the exclusive control and direction of, the Grantor Trustee for the benefit of the Holder of the Grantor Trust does hereby accept, assume, and acquire, Certificate. (c) The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Grantor Trustee for the benefit of the Holder of the Grantor Trust Certificate of all of the Depositor's right, title, title and interest in and to the Home Loans identified on and other property as and to the Home Loan Scheduleextent described above. In the event the transactions set forth herein are deemed not to be a sale, and the Depositor hereby grants to the Grantor Trustee for the benefit of the Holder of the Grantor Trust hereby assumes and agrees to perform and be bound by each and Certificate a security interest in all of the covenantsDepositor's right, agreementstitle and interest in, dutiesto and under the Home Loans and such other property, to secure all of the Depositor's obligations hereunder, and obligations this Grantor Trust Agreement shall constitute a security agreement under applicable law. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor arising under or relating the filing of any additional UCC-1 financing statements, as are necessary to such Home Loans. (b) The Trust perfect and its assignees shall be entitled to receive all payments of principal and interest received on or with respect to protect the Home Loans on and after the Cut-off Date, and all other recoveries of principal and interest collected on or after the Cut-off Date and Grantor Trustee's interests in each of the rights of the Depositor pursuant to representations, warranties, and indemnities in favor of the Depositor contained in the Home Loan Sale Agreement. (c) In connection with its contribution and conveyance of the Home Loans pursuant to subsection (a) above, the terms of the Home Loan Sale Agreement govern the delivery of the Home Loan Files to the Custodian, on behalf of the Indenture Trustee, the Noteholders, and the Note Insurer, and the Depositor assigns all of its rights under the Home Loan Sale Agreement to the Trustproceeds thereof. (d) In connection with its conveyance of The trust created hereunder shall be referred to as the Home Loans pursuant to subsection (a) above, the Depositor shall deliver to the "Grantor Trust or its designee in respect of such Home Loans, on or before the Closing Date, all amounts, if any, received on each Home Loan on and after the Cut-off Date held by or on behalf of the Depositor2002- HI4". (e) The Depositor shall, at any time upon the request of the Trust, without limiting the obligations of the Depositor under this Agreement, execute, acknowledge, and deliver all such additional documents and instruments and all such further assurances and will do or cause to be done all such further acts and things as may be proper or reasonably necessary to carry out the intent of this Agreement.

Conveyance of Home Loans. (a) Effective as of the Closing Date, subject only to receipt of the Consideration and the delivery of the Home Loan File (as defined in the Home Loan Sale Agreement) for each Home Loan pursuant to subsection (c) below, the Depositor does hereby sell, contribute, assign, transfer, and otherwise convey to the Trust, without recourse, representation, or warranty (other than as expressly set forth in Section 2.10 (a) hereof), and the Trust does hereby accept, assume, and acquire, all of the Depositor's right, title, and interest in and to the Home Loans identified on the Home Loan Schedule, and the Trust hereby assumes and agrees to perform and be bound by each and all of the covenants, agreements, duties, and obligations of the Depositor arising under or relating to such Home Loans. (b) The Trust and its assignees shall be entitled to receive all payments of principal and interest received on or with respect to the Home Loans on and after the Cut-off Date, and all other recoveries of principal and interest collected on or after the Cut-off Date and each of the rights of the Depositor pursuant to representations, warranties, and indemnities in favor of the Depositor contained in the Home Loan Sale Agreement. (c) In connection with its contribution and conveyance of the Home Loans pursuant to subsection (a) above, the terms of the Home Loan Sale Agreement govern the delivery of the Home Loan Files to the Custodian, on behalf of the Indenture Trustee, the Noteholders, and the Note Insurer, and the Depositor assigns all of its rights under the Home Loan Sale Agreement to the Trust. (d) In connection with its conveyance of the Home Loans pursuant to subsection (a) above, the Depositor shall deliver to the Trust or its designee in respect of such Home Loans, on or before the Closing Date, all amounts, if any, received on each Home Loan on and after the Cut-off Date held by or on behalf of the Depositor. (e) The Depositor shall, at any time upon the request of the Trust, without limiting the obligations of the Depositor under this Agreement, execute, acknowledge, and deliver all such additional documents and instruments and all such further assurances and will do or cause to be done all such further acts and things as may be proper or reasonably necessary to carry out the intent of this Agreement.