Conveyance of the Contracts. CERTIFICATES
Conveyance of the Contracts. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Notes and the Certificates, without recourse, all its right, title and interest in and to the Contracts, including all interest and principal received on or with respect to the Contracts after the Cut-off Date (other than payments of principal and interest due on the Contracts on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Asset Purchase Agreement. Upon assignment to the Depositor of any Eligible Substitute Contract under the Asset Purchase Agreement, the Depositor shall, and hereby does, assign the same to the Issuer.
Conveyance of the Contracts. In consideration of the purchase price for the Company Contracts and the retention of the AO Interest, on the Closing Date, the Company shall, and by execution of this Agreement hereby does, sell, transfer, assign absolutely, set over and otherwise convey to the Trust, and the Trust shall, and by execution of this Agreement hereby does, purchase, (i) all the right, title and interest of the Company in and to the Company Contracts and all the rights, benefits, and obligations arising from and in connection with each Company Contract, (ii) an assignment of the security interests in the Financed Boats granted by the Obligors and any accessions thereto pursuant to the Company Contracts, (iii) all monies received by the Company on or with respect to the Company Contracts on or after the Cut-off Date (exclusive of (i) payments with respect to Post Cut-off Date Insurance Add-Ons and (ii) interest due and payable prior to the Cut-off Date), (iv) the interest of the Company in the Financed Boats (including any right to receive future Net Liquidation Proceeds) that secures the Company Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust, (v) all rights of the Company to proceeds from Insurance Policies covering individual Financed Boats or the Obligors and the Company Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket physical damage policy, to the extent such proceeds relate to any Financed Boat, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Company Contracts (other than any right as against a Dealer under a Dealer Agreement or other such agreement), (viii) all amounts credited to the Collection Account, (ix) all proceeds in any way derived from any of the foregoing items, and (x) all documents contained in the Contract Files relating to the Company Contracts (the items in clauses (ii) through (x) are referred to herein as the "Related Company Contract Assets"). The parties intend and agree that the conveyance of the Company's right, title and interest in and to the Contracts (and all rights, entitlements and amounts listed above) pursuant to this Agreement shall constitute an absolute sale. The "purchase price" for the Company Contracts shall be an amount equal to $435,081,432.60. Such purchase price shall be payable in immediately available funds on the Closing Date. In consideration of the purchase...
Conveyance of the Contracts. 9 Section 3.02.
Conveyance of the Contracts. Subject to the conditions set forth in Section 2.03, on the Closing Date, the Company shall sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust by execution of an assignment substantially in the form of Exhibit D hereto (i) all the right, title and interest of the Company in and to the Contracts, including, without limitation, the security interests in the Manufactured Homes securing such Contracts and any related Mortgages, all interest and principal received by the Company on or with respect to the Contracts on and after the Cut-off Date, (ii) all rights under any Hazard Insurance Policy relating to a Manufactured Home securing an Contract for the benefit of the creditor of such Contract, (iii) the proceeds from any Contract Holders' Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Contracts or the Manufactured Homes related thereto, (iv) all documents contained in the Contract Files with respect to the Contracts, (v) all amounts held for the Trust in the Certificate Account, and (vi) all proceeds in any way derived from any of the foregoing. The parties intend that the conveyance of the Company's right, title and interest in and to the Contracts pursuant to this Agreement shall constitute an absolute sale.
Conveyance of the Contracts. 4 SECTION 2.1 Conveyance of Contracts and Related Assets . . . . . . . 4 SECTION 2.2 Intention of the Parties . . . . . . . . . . . . . . . . 5
Conveyance of the Contracts. ..4 Section 2.1. Conveyance of Contracts and Related Assets..............................4 Section 2.2. Intention of the Parties................................................5
Conveyance of the Contracts. .. 4 Section 2.1. Conveyance of Contracts and Related Assets .......... 4
Conveyance of the Contracts. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Notes and the Certificates, without recourse, all its right, title and interest in and to the Contracts, including all interest and principal received on or with respect to the Contracts after the Cut-off Date (other than payments of principal and interest due on the Contracts on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Manufactured Housing Contract Sale Agreement. The conveyance of the Contracts by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Notes under the Indenture and issuance of the Certificates hereunder to the Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Contracts as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement.
Conveyance of the Contracts. Representation and Warranties of the Seller ------------------------------------------------------------------------
