Transfers to Trustee. In consideration of the Trustee’s execution and delivery of the Pooling and Servicing Agreement, each Seller severally, and not jointly, does hereby (i) on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse and subject only to the concurrent transfer of the outstanding balances and other assets with respect to related Home Equity Loans sold to the Depositor pursuant to the Home Equity Loan Purchase Agreement, all of its remaining right, title, and interest in, to and under such Home Equity Loans, including without limitation all agreements, instruments and other documents evidencing or governing the Mortgagors’ obligations under the Home Equity Loans or otherwise related thereto or establishing or setting forth the terms and conditions thereof, and any amendments or modifications thereto, and all property and collateral securing the Mortgagors’ obligations thereunder, and upon such conveyance the Trustee, on behalf of the Trust, shall have full rights to enforce and receive all benefits under the applicable Related Documents as owner thereof to the same extent as such Seller had prior to such conveyance (the foregoing assets collectively being the “Transferred Assets” with respect to the related Home Equity Loans), and (ii) agree that on the applicable Transfer Date it will, subject to the availability thereof, sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse and subject to the prior transfer of any Eligible Substitute Home Equity Loan to the Depositor pursuant to the Home Equity Loan Purchase Agreement, all of its remaining aspects, right, title and interest in, to and under the Transferred Assets relating to such Eligible Substitute Home Equity Loan, and upon such conveyance the Trustee, on behalf of the Trust, shall have full rights to enforce and receive all benefits under the applicable Related Documents as owner thereof to the same extent as such Seller had prior to such conveyance. The parties hereto intend that each transfer of the Transferred Assets set forth above constitute a true sale or absolute transfer thereof and each such transfer is intended to be absolute and irrevocable and to provide the Trustee, on behalf of the Trust, with the full benefits of ownership of such Transferred Assets. In the event the transactions set forth herein are characterized by a court of competent jurisdiction as a pledge o...
Transfers to Trustee. Xxxxx Fargo agrees that on each Business Day after it receives the Instructions, it will transfer to the Trustee’s account specified at the end of this Agreement with the bank specified at the end of this Agreement (the “Trustee Account”) the full amount of the opening available balance in the Restricted Account at the beginning of such Business Day. Xxxxx Fargo will use the Fedwire system to make such transfers unless for any reason the Fedwire system is unavailable, in which case Xxxxx Fargo will determine the funds transfer system to be used in making each funds transfer and the means by which each transfer will be made. Xxxxx Fargo, Trustee and Customer each agree that Xxxxx Fargo will comply with instructions given to Xxxxx Fargo by Trustee directing disposition or transfer of funds in the Restricted Account without further consent by Customer, subject to the terms of this Agreement (or, if disposition or transfer is requested by a means other than wire transfer, subject to Xxxxx Fargo’s standard policies, procedures and documentation in effect from time to time governing the type of disposition or transfer requested). Except as otherwise required by law, Xxxxx Fargo will not agree with any third party to comply with instructions for disposition or transfer of funds in the Restricted Account originated by such third party.
