Common use of Conveyance of Transition Property Clause in Contracts

Conveyance of Transition Property. In consideration of the Note Issuer’s delivery to or upon the order of the Seller of [$ ] net of underwriting discounts and other fees and expenses, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Note Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest). Such sale, transfer, assignment, setting over and conveyance of the Transition Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Transition Property.

Conveyance of Transition Property. In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of [$ ] net of underwriting discounts and other fees and expenses$153,964,509.50, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Note Issuer to the Seller pursuant to this Agreement (the “"Back-Up Security Interest"). Such sale, transfer, assignment, setting over and conveyance of the Transition Property includes the right to use the Seller’s 's computer software system to access and create copies of all books and records related to the Transition Property.

Conveyance of Transition Property. In consideration of the Note Issuer’s delivery to or upon the order of the Seller of [$ ] net of underwriting discounts and other fees and expenses$265,467,619, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Note Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). Such sale, transfer, assignment, setting over and conveyance of the Transition Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Transition Property.

Conveyance of Transition Property. In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of [$ ] $___________ net of underwriting discounts and commissions, original issue discount, if any, and other fees and expenses, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC RRB Charge pursuant to the Financing Order) and copies of all books and records related thereto). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(116-245k(h) of Chapter 164 of the Massachusetts General LawsStatute, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(116-245k(h) of Chapter 164 of the Massachusetts General LawsStatute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC RRB Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Note Issuer, the Seller hereby grants a security interest in respect of the amount paid by Transition Property to the Note Issuer to the Seller pursuant to this Agreement (the “"Back-Up Security Interest"). Such sale, transfer, assignment, setting over and conveyance of the Transition Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Transition Property.

Conveyance of Transition Property. In consideration of the Note Issuer’s delivery to or upon the order of the Seller of [$ ] net of underwriting discounts and other fees and expenses$408,950,117, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Note Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). Such sale, transfer, assignment, setting over and conveyance of the Transition Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Transition Property.

Conveyance of Transition Property. In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of [$ ] net of underwriting discounts and other fees and expenses$__________, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Note Issuer to the Seller pursuant to this Agreement (the “"Back-Up Security Interest"). Such sale, transfer, assignment, setting over and conveyance of the Transition Property includes the right to use the Seller’s 's computer software system to access and create copies of all books and records related to the Transition Property.

Conveyance of Transition Property. In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of $[$ ] net of underwriting discounts and other fees and expenses__________], the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) and copies of all books and records related thereto). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer grants a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Note Issuer to (the "BACK-UP SECURITY INTEREST"). The Seller and the Note Issuer agree that the Seller pursuant to this Agreement (the “Back-Up Security Interest). Such sale, transfer, assignment, setting over and conveyance of has no rights in the Transition Property includes to which such a security interest could attach because it has sold all rights in the right to use the Seller’s computer software system to access and create copies of all books and records related Transition Property to the Transition PropertyNote Issuer pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws.