Conveyance of Loans. (a) Subject to its substitution and repurchase obligations hereunder, each Seller, concurrently with the execution and delivery hereof, hereby irrevocably sells, transfers, grants, bargains, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of such Seller in and to that portion of the Loans (including, without limitation, the Mortgage Files relating thereto) listed on the Loan Schedule that pertains to such Seller, including (i) all interest and principal received or receivable by such Seller on or with respect to such Loans after the Cut-off Date and all interest and principal payments on such Loans received on or prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on such Loans on or before the Cut-off Date, and (ii) all Principal Prepayments, Liquidation Proceeds and other unscheduled payments received or receivable on the Loans on the Cut-off Date. On or prior to the Closing Date, each Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Loan listed in that portion of the Loan Schedule that pertains to such Seller. Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by such Seller and the Depositor, for the Loans listed on the Loan Schedule that pertain to such Seller. With respect to any Loan that does not require the first payment of principal or interest thereon to be made on or before such Loan's Due Date in the month prior to the first Distribution Date, such Seller shall deposit into the Certificate Account on the Closing Date, an amount equal to one month's interest at the related Mortgage Rate on the Cut-off Date Principal Balance of such Loan (the "INITIAL CERTIFICATE ACCOUNT DEPOSIT"). The Sellers, for the benefit of the Depositor, shall, in connection with the conveyance described in this Section 2.01(a), deliver to the Depositor on or prior to the Closing Date the financing statements described in Schedule VI. The Sellers shall also arrange for the delivery to the Depositor or its assignee, as applicable, of any appropriate Uniform Commercial Code continuation statements as may be necessary in connection with the financing statements referenced in the foregoing sentence.
(b) The Depositor, concurrently...
Conveyance of Loans. 32 SECTION 2.02.
Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 2024-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 2024-1A SUBI Loans, no 2024-1A SUBI Loans are being sold hereunder, and the 2024-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors.
(b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price for the related Sold Assets (the “Purchase Price”), which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements), Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor i...
Conveyance of Loans. Section 2.01 Conveyance of Loans 1 Section 2.02 Acceptance by Issuer 3 Section 2.03 Representations and Warranties of the Depositor Relating to the Depositor 4 Section 2.04 Reserved. 5 Section 2.05 Representations and Warranties of the Depositor Relating to this Agreement and the Loans. 5 Section 2.06 Repurchase Obligations 7 Section 2.07 Covenants of the Depositor 8 Section 2.08 Addition of Loans 9 Section 2.09 Optional Purchase and Optional Call 10 Section 2.10 Optional Reassignment of Loans 10 Section 2.11 Optional Sale of Charged-Off Loans 12 Section 2.12 Issuer Loan Exclusions 12 Section 2.13 Investment Company Act Restriction 12 Section 3.01 Acceptance of Appointment and Other Matters Relating to the Servicer 13 Section 3.02 Servicing Compensation 14 Section 3.03 Representations, Warranties and Covenants of the Servicer and each Subservicer 14 Section 3.04 Adjustments 17 Section 3.05 Back-up Servicing Agreement 17 Section 3.06 Monthly Servicer Report 18 Section 3.07 Annual Compliance Certificate 18 Section 3.08 Copies of Reports Available 18 Section 3.09 Notices To Regional Management Corp 18 Section 3.10 Subservicing 18 Section 3.11 Custody of Receivable Files. 19
Conveyance of Loans. 39 SECTION 2.02. ACCEPTANCE BY TRUSTEE OF THE TRUST FUND.......................................................42 SECTION 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS AND THE SERVICER.....................44 SECTION 2.03A. ADDITIONAL OBLIGATIONS OF EQUITY ONE-DELAWARE................................................46 SECTION 2.04. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO THE LOANS...............................47 SECTION 2.05. DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH SUBSTITUTIONS...............................47 SECTION 2.06.
Conveyance of Loans. The Depositor hereby sells, transfers, assigns and conveys to the Issuer, without recourse, all of the right, title and interest of the Depositor in and to the Loans and all proceeds thereof listed on the Loan Schedule attached hereto, including all interest and principal received by the Depositor or the Servicer on or with respect to the Loans on or after the related Transfer Cut-off Date, together with all right, title and interest in and to the proceeds of any related Mortgage Insurance Policies.
Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, each of the Depositor and the Depositor Loan Trustee, for the benefit of the Depositor, do hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer and, solely with respect to legal title to such Loans, the Issuer Loan Trustee for the benefit of the Issuer, respectively, from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) in the case of the Depositor, the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any Reassigned Loan released to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in connection with any Issuer Loan Release. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Issuer Loan Trustee (as such or in its individual capacity), the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of any Seller, the Depositor, the Depositor Loan Trustee (as such or in its individual capacity), the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors.
Conveyance of Loans. 23 SECTION 2.02. Acceptance by Trustee of the Loans....
Conveyance of Loans. Section 2.01 Conveyance of Loans 1 Section 2.02 Acceptance by Issuer 3 Section 2.03 Representations and Warranties of the Depositor Relating to the Depositor 3 Section 2.04 [Reserved] 5
Conveyance of Loans. (1) By execution and delivery of this Agreement, the Company does hereby assign, set over and otherwise convey to the Trust on the Effective Date and from time to time on any Business Day on which the Servicer delivers a Daily Report to the Trustee, for the benefit of the Holders, without recourse (except as specifically provided herein), all its present and future right, title and interest in, to and under:
(a) the Purchased Loans acquired by the Company from the Sellers from time to time prior to but not including the Trust Termination Date as indicated in the Daily Report delivered to the Trustee on the Effective Date or such Business Day;
(b) the Related Property;
(c) all Collections;
(d) all rights (including rescission, replevin or reclamation) relating to any Purchased Loan or arising therefrom;
(e) each of the Sale Agreement and the Servicing Agreement, including in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in subclauses (v) (A) through (E), inclusive, the “Transferred Agreements”);
(f) the Collection Account, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Account and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and ot...
