Common use of Transfer of Contracts Clause in Contracts

Transfer of Contracts. (a) Subject to the terms and conditions of this Agreement, the Seller hereby irrevocably and unconditionally transfers, assigns, sets over and otherwise conveys to the Trust by execution of an Assignment substantially in the form of Exhibit A hereto all right, title and interest of the Seller in and to (1) the Initial Contracts (including, without limitation, the Collateral Security), and all moneys payable thereon or in respect to the Initial Contracts, including any liquidation proceeds therefrom but excluding payments due on the Initial Contracts prior to the Initial Cutoff Date, (2) the Insurance Policies on any Products securing an Initial Contract for the benefit of the creditor of such Initial Contract and all blanket insurance policies to the extent they relate to the Initial Contracts, (3) the Transfer Agreement and each Subsequent Transfer Agreement, (4) the Errors and Omissions Protection Policy as such policy relates to the Contracts, (5) all items contained in the Contract Files, (6) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon), and (7) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the Seller's right, title and interest in and to the Contracts and the Collateral Security pursuant to this Agreement and each Subsequent Transfer Instrument shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are deemed to be a pledge of security for loans from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Seller shall be deemed to have granted to the Trust, and the Seller does hereby grant to the Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(6) above, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any Certificates, any Notes or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.

Transfer of Contracts. (a) Subject to the terms and conditions of this Agreement, the Seller hereby irrevocably and unconditionally transfers, assigns, sets over and otherwise conveys to the Trust by execution of an Assignment substantially in the form of Exhibit A hereto all right, title and interest of the Seller in and to (1) the Initial Contracts (including, without limitation, the Collateral Security), and all moneys payable thereon or in respect to the Initial Contracts, including any liquidation proceeds therefrom but excluding payments due on the Initial Contracts prior to the Initial Cutoff Date, (2) the Insurance Policies on any Products securing an Initial Contract for the benefit of the creditor of such Initial Contract and all blanket insurance policies to the extent they relate to the Initial Contracts, (3) the Transfer Agreement and each Subsequent Transfer Agreement, (4) the Errors and Omissions Protection Policy as such policy relates to the Contracts, (5) all items contained in the Contract Files, (6) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon), and (7) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the Seller's right, title and interest in and to the Contracts and the Collateral Security pursuant to this Agreement and each Subsequent Transfer Instrument shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are deemed to be a pledge of security for loans contracts from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Seller shall be deemed to have granted to the Trust, and the Seller does hereby grant to the Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(6) above, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any Certificates, any Notes or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.

Transfer of Contracts. 4.4.1 Upon this Scheme becoming effective, and with effect from the Appointed Date: (ai) Subject to All the terms and conditions of this Agreement, the Seller hereby irrevocably and unconditionally transfers, assigns, sets over and otherwise conveys to the Trust by execution of an Assignment substantially in the form of Exhibit A hereto all right, title and interest Contracts of the Seller in CLG Business Undertaking, including but not limited to contracts/ purchase orders with customers and to (1) the Initial Contracts (including, without limitation, the Collateral Security)vendors, and all moneys payable thereon contracts (including contracts pending for renewal or in respect for fresh allocation of capacity), deeds, bonds, lease deeds, agreements entered into with various persons including independent consultants, Subsidiaries/ Step- Down Subsidiaries, associate/ joint venture companies and other shareholders of such Subsidiaries/ Step-Down Subsidiaries, associate/ joint venture companies, arrangements and other instruments of whatsoever nature, to which the Initial Contracts, including any liquidation proceeds therefrom but excluding payments due on the Initial Contracts prior Transferor Company is a party or to the Initial Cutoff Date, (2) the Insurance Policies on any Products securing an Initial Contract for the benefit of which the creditor of such Initial Contract and all blanket insurance policies to the extent they relate to the Initial Contracts, (3) the Transfer Agreement and each Subsequent Transfer Agreement, (4) the Errors and Omissions Protection Policy as such policy relates to the Contracts, (5) all items contained in the Contract Files, (6) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon)Transferor Company may be eligible, and (7) all proceeds and products of which are subsisting or have effect immediately before the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the Seller's rightEffective Date, title and interest in and to the Contracts and the Collateral Security pursuant to this Agreement and each Subsequent Transfer Instrument shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are deemed to be a pledge of security for loans from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Seller shall be deemed to have granted to the Trust, and the Seller does hereby grant to the Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(6) above, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any Certificates, any Notes or the Secured Obligations, the security interest created hereby shall continue in full force and effect against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. (ii) Any contract of the Transferor Company relating to or benefiting at present the Residual Business and the Owner Trustee CLG Business Undertaking, shall be deemed to constitute separate contracts, thereby relating to and/or benefiting the Transferor Company and the Transferee Company. (iii) It is hereby clarified that if any Contracts in relation to the CLG Business Undertaking to which the Transferor Company is a party to, cannot be transferred to the collateral agent Transferee Company for any reason whatsoever, the Transferor Company shall hold such contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of the Transferee Company insofar as it is permissible so to do, till such Persontime the transfer is effected. 4.4.2 The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any Applicable Law or otherwise, execute deeds, confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed merely in order to give formal effect to the above provisions. The Transferor Company will, if reasonably necessary, also be a party to the above. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

Transfer of Contracts. (a) Subject to the terms and conditions of this Agreement, the Seller Company hereby irrevocably and unconditionally transfers, assigns, sets over and otherwise conveys to the Trust by execution of an Assignment substantially in the form of Exhibit A hereto all right, title and interest of the Seller Company in and to (1) the Initial Contracts (including, without limitation, the Collateral Security), and all moneys payable thereon or in respect to the Initial Contracts, including any liquidation proceeds therefrom but excluding payments due on the Initial Contracts prior to the Initial Cutoff Cut-off Date, (2) the Insurance Policies on any Products securing an Initial Contract for the benefit of the creditor of such Initial Contract and all blanket insurance policies to the extent they relate to the Initial Contracts, (3) the Transfer Agreement and each Subsequent Transfer Agreement, (4) the Errors and Omissions Protection Policy as such policy relates to the Contracts, (53) all items contained in the Contract Files, (64) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon), and (75) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the SellerCompany's right, title and interest in and to the Contracts and the Collateral Security pursuant to this Agreement and each Subsequent Transfer Instrument shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are conveyance is deemed to be a pledge of security for loans from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend Agreement and agree that the Seller Company shall be deemed to have granted to the Trust, and the Seller Company does hereby grant to the Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(62.01(a)(5) above, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any CertificatesCertificate, any Notes Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.

Transfer of Contracts. (a) Subject to the terms and conditions of this Agreement, the Seller Company hereby irrevocably and unconditionally transfers, assigns, sets over and otherwise conveys to the Trust by execution of an Assignment substantially in the form of Exhibit A hereto all right, title and interest of the Seller Company in and to (1i) the Initial home improvement contracts and promissory notes and home equity loans identified in the List of Contracts attached to the Agreement (including, without limitation, the Collateral Security)all related mortgages, deeds of trust and security deeds and any and all moneys payable thereon rights to receive payments on or in with respect to the Initial Contracts due after the applicable Cut-off Date or Subsequent Cut-off Date in respect of the Subsequent Home Equity Contracts and the Subsequent Home Improvement Contracts, including (ii) all rights under FHA Insurance in respect of each FHA-Insured Contract, (iii) all rights under any liquidation proceeds therefrom but excluding payments due hazard, flood or other individual insurance policy on the Initial Contracts prior to the Initial Cutoff Date, (2) the Insurance Policies on any Products real estate securing an Initial Contract for the benefit of the creditor of such Initial Contract Contract, (iv) all rights the Company may have against the originating contractor or lender with respect to Initial Contracts originated by a contractor or lender other than the Company, (v) all rights under the Errors and all blanket insurance policies to Omissions Protection Policy and the extent they Fidelity Bond as such policy and bond relate to the Initial Contracts, (3vi) all rights under any title insurance policies, if applicable, on any of the Transfer Agreement and each Subsequent Transfer Agreement, (4) the Errors and Omissions Protection Policy as such policy relates to the properties securing Initial Contracts, (5vii) all items documents contained in the Contract FilesFiles relating to the Initial Contracts, (6viii) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon), ) and (7ix) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the SellerCompany's right, title and interest in and to the Contracts and the Collateral Security pursuant to this Agreement and each Subsequent Transfer Instrument shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are deemed to be a pledge of security for loans from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Seller Company shall be deemed to have granted to the Trust, and the Seller Company does hereby grant to the Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(6) above, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any Certificates, any Notes or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.