Common use of Transfer of Contracts Clause in Contracts

Transfer of Contracts. a. On or prior to the Closing Date, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of BBB+ or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract. c. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A- or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, however, that such execution and filing of the assignments with respect to the Home Equity Contracts shall not be required if the Trustee receives written confirmation from both S&P and Fitch that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments.

Transfer of Contracts. a. On or prior to the Closing Date, or the Subsequent Transfer Date in the case of Subsequent Home Improvement Contracts and Subsequent Home Equity Contracts, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of BBB+ or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract; provided, however, that such execution and filing shall not be required if the Company delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Company's lien on the real property serving each Home Improvement Contract. c. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A- or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, however, that such execution and filing of the assignments with respect to the Home Equity Contracts shall not be required if the Trustee receives written confirmation from both S&P and Fitch that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments; provided, however, that such execution and filing shall not be required if the Company delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Company's lien on the real property serving each Home Equity Contract. d. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Contracts secured by real property located in Maryland ("Maryland Contracts") exceeds 10% of the Pool Scheduled Principal Balance, the Company shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Contracts as to which such assignments are not recorded.

Transfer of Contracts. a. (a) On or prior to the Closing Date, or the Subsequent Transfer Date in the case of Subsequent Home Improvement Contracts and Subsequent Home Equity Contracts, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed XxxxxxxxxCustodian, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. (b) If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of BBB+ or higher from both S&P and Fitch (if rated by Fitch)[the Rating Agencies], (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract. c. (c) If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A- or higher from both S&P and Fitch (if rated by Fitch)[the Rating Agencies], (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, however, that such --------- ------- execution and filing of the assignments with respect to the Home Equity Contracts shall not be required if the Trustee receives written confirmation from both S&P and Fitch [the Rating Agencies] that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments.

Transfer of Contracts. a. On or prior to the Closing Date, or the Subsequent Transfer Date in the case of Subsequent Home Improvement Contracts and Subsequent Home Equity Contracts, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of BBB+ or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract. c. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A- or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, however, that such execution and filing of the assignments with respect to the Home Equity Contracts shall not be required if the Company delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee receives written confirmation from both S&P and Fitch that the ratings of the Certificates would not be reduced or withdrawn by Company's lien on the failure to execute real property serving each (1) Home Improvement Contract and file such assignments.(2)

Transfer of Contracts. a. On or prior to the Closing Date, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed XxxxxxxxxCustodian, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 UCC- 1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of BBB+ or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract. c. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A- or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, however, that such execution and filing of the assignments with respect to the Home Equity Contracts shall not be required if the Trustee receives written confirmation from both S&P and Fitch that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments.

Transfer of Contracts. a. On or prior to the Closing Date, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of BBB+ or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract. c. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A- or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, -------- however, that such execution and filing of the assignments with respect to the ------- Home Equity Contracts shall not be required if the Trustee receives written confirmation from both S&P and Fitch that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments.

Transfer of Contracts. a. On or prior to the Closing Date, or the Subsequent Transfer Date in the case of Subsequent Home Improvement Contracts and Subsequent Home Equity Contracts, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed XxxxxxxxxCustodian, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of BBB+ or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract. c. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A- or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, however, that such execution and filing of the assignments with respect to the Home Equity Contracts shall not be required if the Trustee receives written confirmation from both S&P and Fitch that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments. d. If, as of the Post-Funding Payment Date, the aggregate Scheduled Principal Balance of Contracts secured by real property located in Maryland ("Maryland Contracts") exceeds 10% of the Pool Scheduled Principal Balance, the Company shall, within sixty (60) days, submit to the appropriate recording offices the assignments to the Trustee on behalf of the Trust of the number of mortgages, deeds of trust or security deeds required to reduce to less than 10% of the Pool Scheduled Principal Balance the aggregate Scheduled Principal Balance of Maryland Contracts as to which such assignments are not recorded.

Transfer of Contracts. a. On or prior to the Closing Date, or the Subsequent Transfer Date in the case of Subsequent Contracts, the Company shall deliver the Contract Files to the Trustee. The Trustee shall maintain the Contract Files at its office or with a duly appointed Xxxxxxxxx, who shall act as the agent of the Trustee on behalf of the Certificateholders. The Trustee may release a Contract File to the Servicer pursuant to Section 5.07. The Company has filed a form UCC-1 financing statement regarding the sale of the Contracts to the Trustee, and shall file continuation statements in respect of such UCC-1 financing statement as if such financing statement were necessary to perfect such sale. The Company shall take any other actions necessary to maintain the perfection of the sale of the Contracts to the Trustee. b. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A3 or higher from Xxxxx'x and BBB+ or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Improvement Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Improvement Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Improvement Contract; provided, however, that such execution and filing shall not be required if the Company delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Company's lien on the real property serving each Home Improvement Contract. c. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating of A3 or higher from Xxxxx'x and A- or higher from both S&P and Fitch (if rated by Fitch), (i) the Company shall within 30 days execute and deliver to the Trustee (if it has not previously done so) endorsements of each Home Equity Contract and assignments in recordable form of each mortgage, deed of trust or security deed securing a Home Equity Contract, and (ii) the Trustee, at the Company's expense, shall within 60 days file in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each mortgage, deed of trust or security deed securing a Home Equity Contract; provided, however, that such execution and filing of the assignments with respect to the Home Equity Contracts shall not be required if the Trustee receives written confirmation from both S&P and Fitch Rating Agencies that the ratings of the Certificates would not be reduced or withdrawn by the failure to execute and file such assignments; provided further, however, that such execution and filing shall not be required if the Company delivers an Opinion of Counsel to the effect that such assignment and recordation is not necessary to effect the assignment to the Trustee of the Company's lien on the real property serving each Home Equity Contract.