Common use of Conveyance of the Home Loans Clause in Contracts

Conveyance of the Home Loans. (a) As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificates to the Depositor or its designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not, and is not intended to, result in a creation or an assumption by the Issuer of any obligation of the Depositor, the Transferor or any other person in connection with the Trust Estate or under any agreement or instrument relating thereto except as specifically set forth herein. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Estate, including all right, title and interest of the Depositor in and to the Trust Estate, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged the Trust Estate to the Indenture Trustee and executed the Notes, and the Indenture Trustee, pursuant to the written instructions of the Issuer, has caused the Notes to be authenticated and delivered to the Depositor or its designee. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Residual Interest Certificates to be authenticated and delivered to the Depositor or its designee, upon the order of the Depositor.

Conveyance of the Home Loans. (a) As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificates to the Depositor or its designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not, not and is not intended to, to result in a creation or an assumption by the Issuer of any obligation of the Depositor, the Transferor Seller or any other person in connection with the Trust Estate or under any agreement or instrument relating thereto except as specifically set forth herein. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Estate, including from the Depositor all right, title and interest of the Depositor in and to the Trust Estate, receipt of which is hereby acknowledged by the Issuer, and the acceptance of which is made in good faith and without notice or knowledge of any adverse claims or liens. Concurrently with such delivery and in exchange therefor, the Issuer has pledged the Trust Estate to the Indenture Trustee and executed the Notes, Trust Estate and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused the Notes to be authenticated and delivered the Notes to the Depositor or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Residual Interest Certificates to be authenticated and delivered the Certificates to the Depositor or its designee, upon the order of the Depositor.

Conveyance of the Home Loans. (a) As of the Closing Date, in consideration of the Issuer's delivery of the Notes Notes, Certificates and the Residual Interest Certificates Instruments to the Depositor or its designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not, not and is not intended to, to result in a creation or an assumption by the Issuer of any obligation of the Depositor, the Transferor Seller or any other person in connection with the Trust Estate or under any agreement or instrument relating thereto except as specifically set forth herein. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Estate, including from the Depositor all right, title and interest of the Depositor in and to the Trust Estate, receipt of which is hereby acknowledged by the Issuer, and the acceptance of which is made in good faith and without notice or knowledge of any adverse claims or liens. Concurrently with such delivery and in exchange therefor, the Issuer has pledged the Trust Estate to the Indenture Trustee and executed the NotesTrust Estate, and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused the Notes to be authenticated and delivered the Notes to the Depositor or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Residual Interest Certificates to be authenticated and delivered the Certificates and Residual Instruments to the Depositor or its designee, upon the order of the Depositor.

Conveyance of the Home Loans. (a) As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificates to the Depositor or its designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not, and is not intended to, result in a creation or an assumption by the Issuer of any obligation of the Depositor, the Transferor or any other person in connection with the Trust Estate or under any agreement or instrument relating thereto except as specifically set forth herein. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Estate, including all right, title and interest of the Depositor in and to the Trust Estate, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged the Trust Estate to the Indenture Trustee and executed the NotesTrustee, and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused the Notes to be authenticated and delivered to the Depositor or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Residual Interest Certificates to be authenticated and delivered to the Depositor or its designee, upon the order of the Depositor.

Conveyance of the Home Loans. (a) As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificates Securities to the Depositor or its designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust EstateEstate and the Certificate Distribution Account. The foregoing sale, transfer, assignment, set over and conveyance does not, not and is not intended to, to result in a creation or an assumption by the Issuer of any obligation of the Depositor, the Transferor Seller or any other person Person in connection with the Trust Estate or under any agreement or instrument relating thereto except as specifically set forth hereinin the Basic Documents. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it by the Depositor of all of the Trust Estate, including all Depositor's right, title and interest of the Depositor in and to the Trust Estate, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefordelivery, the Issuer has pledged the Trust Estate to the Indenture Trustee and executed the NotesTrust Estate, and in exchange for the Indenture Trusteeconveyance to it by the Depositor of all of the Depositor's right, pursuant title and interest in and to the written instructions Trust Estate (i) the Owner Trustee (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer, ) has executed the Notes and (ii) the Issuer has caused the Indenture Trustee to authenticate and deliver the Notes to be authenticated and delivered to the Depositor or its designee, upon the order of the Issuer. In addition, concurrently with such the delivery to the Issuer of all of the Depositor's right, title and interest in and to the Trust Estate and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Residual Interest Certificates to be authenticated and delivered the Certificates to the Depositor or its designee, upon the order of the Depositor. (c) The Depositor agrees to take or cause to be taken such actions and execute such documents (including without limitation the filing of all necessary continuation statements for the UCC-1 financing statements filed in the State of New York (which shall have been filed on or before the Closing Date)) describing the Home Loans and the Cut-Off Date Principal Balances and naming the Depositor as debtor and the Indenture Trustee as secured party and any amendments to UCC-1 financing statements as are necessary to perfect and protect the Trust's, the Indenture Trustee's on behalf of the Noteholders and the Owner Trustee's on behalf of the Certificateholders' interests in each Home Loan and the Cut-Off Date Principal Balance and the proceeds thereof and all other items described in Section 2.01(a). (d) The Seller agrees to take or cause to be taken such actions and execute such documents (including without limitation the filing of all necessary continuation statements for the UCC-1 financing statements filed in the State of West Virginia (which shall have been filed on or before the Closing Date)) describing the Home Loans and the Cut-Off Date Principal Balances and naming the Seller, as debtor and the Depositor, as secured party and any amendments to UCC-1 financing statements as are necessary to perfect and protect from any entity claiming by or through the Seller the Depositor's, the Trust's, the Indenture Trustee's on behalf of the Noteholders and the Owner Trustee's on behalf of the Certificateholders' interests in each Home Loan and the Cut-Off Date Principal Balance and the proceeds thereof and all other items described in Section 2.01(a). (e) It is the intention of the parties hereto that the transfers and assignments contemplated by this Agreement shall constitute a sale of the Trust Estate from the Depositor to the Issuer and upon the execution of this Agreement by the parties hereto, the Trust Estate shall no longer be owned by the Depositor. If the assignment, transfer and conveyance of the Trust Estate to the Issuer 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 to this Agreement shall be established by the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted to the Issuer a first priority security interest in the entire right, title and interest of the Depositor in and to the Trust Estate and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. Prior to or promptly after the Closing Date, the Depositor shall cause to be filed a UCC-1 financing statement with the Secretary of State of Delaware naming the Depositor as "debtor" and the Issuer as "secured party" and describing the Trust Estate.

Conveyance of the Home Loans. (a) As of the Closing Date, in consideration of the Issuer's Issuing Entity’s delivery of the Notes and the Residual Interest Certificates to the Depositor or its designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not, and is not intended to, result in a creation or an assumption by the Issuer Issuing Entity of any obligation of the Depositor, the Transferor or any other person in connection with the Trust Estate or under any agreement or instrument relating thereto except as specifically set forth herein. (b) As of the Closing Date, the Issuer Issuing Entity acknowledges the conveyance to it of the Trust Estate, including all right, title and interest of the Depositor in and to the Trust Estate, receipt of which is hereby acknowledged by the IssuerIssuing Entity. Concurrently with such delivery and in exchange therefor, the Issuer Issuing Entity has pledged the Trust Estate to the Indenture Trustee and executed the Notes, and the Indenture Trustee, pursuant to the written instructions of the IssuerIssuing Entity, has caused the Notes to be authenticated and delivered to the Depositor or its designee. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the IssuerIssuing Entity) and caused the Residual Interest Certificates to be authenticated and delivered to the Depositor or its designee, upon the order of the Depositor.

Conveyance of the Home Loans. (a) As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificates to the Depositor or its designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Owner Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not, and is not intended to, result in a creation or an assumption by the Issuer of any obligation of the Depositor, Life, the Transferor or any other person in connection with the Owner Trust Estate or under any agreement or instrument relating thereto except as specifically set forth herein. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Owner Trust Estate, including all right, title and interest of the Depositor in and to the Owner Trust Estate, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged the Owner Trust Estate to the Indenture Trustee and executed the NotesTrustee, and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused the Notes to be authenticated and delivered to the Depositor or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Residual Interest Certificates to be authenticated and delivered to the Depositor or its designee, upon the order of the Depositor.

Conveyance of the Home Loans. Section 2.01 Conveyance of the Initial Home Loans. (a) As of the Closing Date, in consideration of the Issuer's delivery of the Notes Notes, Certificates and the Residual Interest Certificates Instruments to the Depositor Seller or its designee, upon the order of the DepositorSeller, the DepositorSeller, as of the Closing Date and concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor Seller in and to the Trust Estate. The foregoing sale, transfer, assignment, set over and conveyance does not, not and is not intended to, to result in a creation or an assumption by the Issuer of any obligation of the DepositorSeller, the Transferor or any other person in connection with the Trust Estate or under any agreement or instrument relating thereto except as specifically set forth herein. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Estate, including from the Seller all right, title and interest of the Depositor Seller in and to the Trust Estate, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged the Trust Estate to the Indenture Trustee and executed the Notes, Trust Estate and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused the Notes to be authenticated and delivered the Notes to the Depositor Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the DepositorSeller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Residual Interest Certificates to be authenticated and delivered the Certificates and the Residual Interest to the Depositor Seller or its designee, upon the order of the DepositorSeller.