Common use of On the Startup Day the Seller Clause in Contracts

On the Startup Day the Seller. concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trustee for the benefit of the Owners all of their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all of its right, title and interest in and to (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date. The transfer by the Depositor of the Mortgage Loans set forth on the Schedules of Mortgage Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Mortgage Loans not be part of the Depositor's or the Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in the States of New York, California, Georgia and Missouri, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and the Trustee as assignee and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements and amendments thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, California, Georgia and Missouri, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate.

On the Startup Day the Seller. concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, conveys without recourse, to the Trustee for the benefit of the Owners and the Certificate Insurer, all of their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all Initial Home Equity Loans (other than payments of its right, title principal and interest in and to (i) principal (including Prepayments) and interest collected due on each Mortgage Loan the Home Equity Loans on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after before the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date). The transfer by the Seller and the Depositor of the Mortgage Initial Home Equity Loans set forth on the Schedules Schedule of Mortgage Home Equity Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment Seller and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Mortgage Loans not be part of the Depositor's or the Seller's estate in the event of insolvency. In the event that either such conveyance or a conveyance pursuant to Section 3.07 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in the States of New York, California, Georgia Delaware and MissouriFlorida, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and the Trustee as assignee and listing the Mortgage Initial Home Equity Loans and the other property described above as collateral and on or prior to the final Subsequent Transfer Date the Seller will file in such offices a similar UCC-1 financing statement listing the Subsequent Home Equity Loans so transferred as collateral. The characterization of the Seller as a debtor and the Depositor as the secured party on in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements and amendments thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate InsurerDepositor's interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, California, Georgia Delaware and Missouri, Florida a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Mortgage Initial Home Equity Loans and the other property described above as collateral and on or prior to the final Subsequent Transfer Date the Depositor will file in such offices a similar UCC-1 financing statement listing the Subsequent Home Equity Loans so transferred as collateral. The characterization of the Depositor as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate.

On the Startup Day the Seller. concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trustee for the benefit of the Owners all of their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all of its right, title and interest in and to (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date. The transfer by the Depositor of the Mortgage Loans set forth on the Schedules Schedule of Mortgage Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Mortgage Loans not be part of the Depositor's or the Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in the States of New York, California, Georgia California and Missouri, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and the Trustee as assignee and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements and amendments thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, California, Georgia California and Missouri, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate.

On the Startup Day the Seller. concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, without recourse, to the Trustee for the benefit of the Owners all of their respective right, title and interest in and to the Trust Estate; provided, further, however, that the Seller reserves and retains all of its right, title and interest in and to (i) principal (including Prepayments) collected and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date. The transfer by the Depositor of the Mortgage Loans set forth on the Schedules Schedule of Mortgage Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Mortgage Loans not be part of the Depositor's or the Seller's estate in the event of insolvency. In the event that such conveyance is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. [In connection with such sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in the States of New York, California, Georgia _____________________ and Missouri_____________________, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and the Trustee as assignee and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Seller as debtor and the Depositor as secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements and amendments thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate. .] [In connection with such sale, transfer, assignment, and conveyance from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, California, Georgia ______________________ and Missouri______________________, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Depositor as debtor and the Trustee as secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate.]

On the Startup Day the Seller. concurrently with the execution and delivery hereof, hereby transfers, assigns, sets over and otherwise conveys without recourse to the Depositor and the Depositor, concurrently with the execution and delivery hereof, transfers, assigns, sets over and otherwise conveys, conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates, all of their respective right, title and interest in and to the Trust Estate; provided, however, that the Seller reserves and retains all of its right, title and interest in and to (i) principal (including PrepaymentsPrepayments collected) and interest collected due on each Initial Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due any Mortgage Loan that is current on or prior to the Cut-Off Date. The transfer by the Depositor of the Initial Mortgage Loans set forth on the Schedules Schedule of Mortgage Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Initial Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Depositor and from the Depositor to the Trust and that the Initial Mortgage Loans not be part of the Depositor's or the Seller's estate in the event of insolvency. In the event that either such conveyance or a conveyance of a Qualified Replacement Mortgage or a conveyance pursuant to Section 3.07 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Depositor and the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in the Trust Estate, and that this Agreement shall constitute a security agreement under applicable law. In connection with such sale, transfer, assignment, and conveyance from the Seller to the Depositor, the Seller has filed, in the appropriate office or offices in the States of New York, California, Georgia Texas and MissouriDelaware, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and the Trustee as assignee and listing the Initial Mortgage Loans and the other property (including any Qualified Replacement Mortgage) described above as collateral and on or prior to each Subsequent Transfer Date the Seller will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Seller as a debtor and the Depositor as the secured party on such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements and amendments thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate. In connection with such sale, transfer, assignment, and conveyance conveyance, from the Depositor to the Trustee, the Depositor has filed, in the appropriate office or offices in the States of New York, California, Georgia Texas and MissouriDelaware, a UCC-1 financing statement executed by the Depositor as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property (including any Qualified Replacement Mortgage) described above as collateral and on or prior to each Subsequent Transfer Date the Depositor will file in such offices a similar UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Depositor as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Depositor's entire right, title and interest in and to the Trust Estate. In connection with such filing, the Depositor agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Owners' and the Certificate Insurer's interest in the Trust Estate.