Common use of Sale of Certificates Clause in Contracts

Sale of Certificates. At 11 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey Ballantine, 1301 Avenue of the Americas, New York, New York (or xx xxxx xxxxx xocation acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee and (ii) to the respective registered Owners thereof, a Class C Certificate with a Percentage Interest equal to 100%, registered in the name of ContiSecurities Asset Funding II, L.L.C., a Class R Certificate with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. and a Class R Certificate with a Percentage Interest equal to .001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 11:00 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx & Xxxx LLP, 1301 Avenue of the AmericasOne World Trade Center, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers Seller will sell and convey the Home Equity Mortgage Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Mortgage Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee for the Depositor, and (ii) to the respective registered Owners owners thereof, a Class C X-1 Certificate and a Class X-2 Certificate, each with a Percentage Interest equal to 100%, registered in the name of ContiSecurities Asset Funding II, L.L.C.the Seller, a Class R Certificate with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. the Seller and a Class R Certificate with a Percentage Interest equal to .001%, registered in the name of ContiFunding Corporationthe Trustee. Upon the Trustee's receipt of the entire net proceeds of the sale of the Class A Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV.

Sale of Certificates. At 11 11:00 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineBallantine LLP, 1301 Avenue of the AmericasSixth Avenue, New York, New York (or xx at xxxx xxxxx xocation xxxxxion acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates and the Class B Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trust and (ii) to the respective registered Owners thereof, a the Class C Certificates and a Residual Certificate with a Percentage Interest equal to 100%of each Class, registered in the name of ContiSecurities Asset Funding II, L.L.C., a Class R Certificate each with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. Holding Corporation and a Class R Residual Certificate of each Class, each with a Percentage Interest equal to .0010.001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx Xxxxxxxxxx, 1301 Avenue of the Americas, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trustee, (ii) to the respective registered Owners thereof, a Class A-11IO Certificate with a Percentage Interest equal to 100% registered in the name of ContiSecurities Asset Funding II, L.L.C. and (iiiii) to the respective registered Owners thereof, a Class C Certificate with a Percentage Interest equal to 100%, registered in the name of ContiSecurities Asset Funding II, L.L.C., a Class R Certificate with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. and a Class R Certificate with a Percentage Interest equal to .001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 11:00 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxxx & Xxxxxxx, 1301 Avenue of the Americas000 Xxxxx Xxxxxx, New YorkXxxxx 0000, New York Xxx Xxxx, Xxx Xxxx (or xx xxxx xxxxx xocation at such other location acceptable to the SellerSellers), the Sellers will sell and convey the Home Equity Mortgage Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Mortgage Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters Underwriter the Offered Class A Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters Underwriter shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee for the Depositor, and (ii) to the respective registered Owners owners thereof, a Class C X-1 Certificate and a Class X-2 Certificate, each with a Percentage Interest equal to 10086.9994%, registered in the name of ContiSecurities Asset Funding IIthe Ocwen Federal Bank FSB and a Class X-1 Certificate and a Class X-2 Certificate, L.L.C.each with a Percentage Interest equal to 13.0006%, registered in the name of LMAC, Inc., and (iii) a Class R Certificate with a Percentage Interest in each component interest thereof equal to 86.9985%, registered in the name of the Ocwen Federal Bank FSB, a Class R Certificate with a Percentage Interest in each component interest thereof equal to 99.999%, 13.0005% registered in the name of ContiSecurities Asset Funding IILMAC, L.L.C. Inc. and a Class R Certificate with a Percentage Interest in each component interest thereof equal to .001%, registered in the name of ContiFunding Corporationthe Trustee. Upon the Trustee's receipt of the entire net proceeds of the sale of the Class A Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IVV

Sale of Certificates. At 11 11:00 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx Xxxxxxxxxx LLP, 1301 Avenue of the AmericasSixth Avenue, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trust; (ii) to the purchaser designated by the Depositor, the Class B Certificates with an aggregate Percentage Interest in such Class equal to 100%, registered in such name or names as the Depositor shall direct; and (iiiii) to the respective registered Owners thereof, a Class C Certificate with a Percentage Interest equal to 100%R Certificate, registered in the name of ContiSecurities Asset Funding II, L.L.C., a Class R Certificate with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. Holding Corporation and a Class R Certificate Certificate, with a Percentage Interest equal to .0010.001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx Xxxxxxxxxx, 1301 Avenue of the Americas, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trustee, and (ii) to the respective registered Owners owners thereof, a Class C B-IO Certificate with a Percentage Interest equal to 100%, registered in the name of ContiSecurities Asset Funding II, L.L.C., a Class R Certificate with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. and a Class R Certificate with a Percentage Interest equal to .001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Class A Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 11:00 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx Xxxxxxxxxx LLP, 1301 Avenue of the AmericasSixth Avenue, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates and the Class B Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trust; (ii) to the Depositor, the Class C Certificates with an aggregate Percentage Interest in such Class equal to 100%, registered in the name of the ContiSecurities Holding Corporation or in such other name as the Depositor shall direct; and (iiiii) to the respective registered Owners thereof, a Class C Certificate with a Percentage Interest equal to 100%R-I, registered in the name of ContiSecurities Asset Funding II, L.L.C., Class R-II and a Class R Certificate each with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding IIHolding Corporation and a Class R-I, L.L.C. Class R-II and a Class R Certificate each with a Percentage Interest equal to .0010.001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 11:00 a.m. (New York City time time) on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx Xxxxxxxxxx LLP, 1301 Avenue of the AmericasSixth Avenue, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates and the Class B Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trust and (ii) to the respective registered Owners thereof, a the Class C Certificates and a Residual Certificate with a Percentage Interest equal to 100%of each Class, registered in the name of ContiSecurities Asset Funding II, L.L.C., a Class R Certificate each with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. Holding Corporation and a Class R Residual Certificate of each Class, each with a Percentage Interest equal to .0010.001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 11:00 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx Xxxxxxxxxx LLP, 1301 Avenue of the AmericasSixth Avenue, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates and the Class B Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee and Trust, (ii) to ContiSecurities Holding Corporation, the respective registered Owners thereof, a Class C Certificate Certificates with a Percentage Interest equal to 100%, registered in the name of (iii) to ContiSecurities Asset Funding II, L.L.C.Holding Corporation, a Class R Residual Certificate of each Class, each with a Percentage Interest equal to 99.999%, registered in the name and (iv) to ContiFunding Corporation, a Residual Certificate of ContiSecurities Asset Funding IIeach Class, L.L.C. and a Class R Certificate each with a Percentage Interest equal to .0010.001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey BallantineXxxxx Xxxxxxxxxx, 1301 Avenue of the Americas, New York, New York (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trustee, and (ii) to the respective registered Owners owners thereof, a Class C Certificate with a Percentage Interest equal to 100%, registered in the name of ContiSecurities Asset Funding II, L.L.C., a Class R Certificate with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. and a Class R Certificate with a Percentage Interest equal to .001%, registered in the name of ContiFunding Corporation. Upon the Trustee's receipt of the entire net proceeds of the sale of the Offered Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IV

Sale of Certificates. At 11 a.m. New York City time on the Startup Day (the "Closing"), at the offices of Dewey Ballantine, 1301 Avenue of the Americas, New York, New York __________ ____________________________________ (or xx xxxx xxxxx xocation at such other location acceptable to the Seller), the Sellers will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee, and the Trustee will deliver (i) to the Underwriters the Offered Class A Certificates with an aggregate Percentage Interest in each Class equal to 100%, registered in the name of Cede & Co., or in such other names as the Underwriters shall direct, against payment of the purchase price thereof by wire transfer of immediately available funds to the Trustee Trustee, and (ii) to the respective registered Owners owners thereof, a Class C B-IO Certificate with a Percentage Interest equal to 100%, registered in the name of ContiSecurities Asset Funding II, L.L.C.____________________, a Class R Certificate with a Percentage Interest equal to 99.999%, registered in the name of ContiSecurities Asset Funding II, L.L.C. ____________________ and a Class R Certificate with a Percentage Interest equal to .001%, registered in the name of ContiFunding Corporation____________________. Upon the Trustee's receipt of the entire net proceeds of the sale of the Class A Certificates, the Trustee shall remit the entire balance of such net proceeds to the Depositor in accordance with instructions delivered by the Depositor. END OF ARTICLE IVIV 52