Common use of Conveyance of the Subsequent Contracts Clause in Contracts

Conveyance of the Subsequent Contracts. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters; and (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. (c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below. (1) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(v) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (2) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (3) Evidence that the aggregate amount on deposit in the Pre-Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the balance of funds in the Sub-Pool HE Pre-Funding ARM Subaccount, Sub-Pool HE Pre-Funding Fixed Rate Subaccount and Sub-Pool HI Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller Company of the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts shall be absolute and is intended by the SellerCompany, the Trustee Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts by the Seller Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters; and (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. (c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below. (1) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(v) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (2) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (3) Evidence that the aggregate amount on deposit in the Pre-Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the balance of funds in the Sub-Pool HE Pre-Funding ARM Subaccount, Sub-Pool HE Pre-Funding Fixed Rate Subaccount and Sub-Pool HI Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller Company of the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts shall be absolute and is intended by the SellerCompany, the Trustee Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts by the Seller Company to the Trust. The purchase price paid by the Trustee shall be one one-hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters; and (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. (c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below. (1) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(v) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (2) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (3) Evidence that the aggregate amount on deposit in the Pre-Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the balance of funds in the Sub-Pool HE Pre-Funding AccountARM Subaccount, Sub-Pool HE Pre-Funding Fixed Rate Subaccount and Sub-Pool HI Pre-Funding Subaccount, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller Company of the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts shall be absolute and is intended by the SellerCompany, the Trustee Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Home Equity Contracts and/or Subsequent Home Improvement Contracts by the Seller Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters; and (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. (c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below. (1) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(v) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (2) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (3) Evidence that the aggregate amount on deposit in the Pre-Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. (a) a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) b. The Seller Company shall transfer to the Trustee the Subsequent Contracts to the TrusteeContracts, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit OP, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit PQ, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03 and 3.03;3.04; and (viii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters; and (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. (c) c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee each of the items listed below.Trustee: (1i) A letter from PricewaterhouseCoopers KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Seller Company (with copies provided to the Rating AgenciesXxxxx'x Standard & Poor's and, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(v2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c3.03(b) of this Agreement. (2ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 A-1 Certificates shall not receive from any of the Rating Agencies Xxxxx'x, or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (3iii) Evidence that the aggregate amount on deposit in the Pre-Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any the Subsequent Contracts that had been Contracts, not specifically identified as Subsequent Contracts as of the Closing Date (and purchased by the Trust on or before the first Remittance Date), did does not exceed 25% of the aggregate Original Principal Balance of the Master CertificatesBalance.