Common use of Transfers to Trustee Clause in Contracts

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 or a secured financing rather than a sale, each Seller shall be deemed to have granted to the Trustee, on behalf of the Trust, and hereby does grant to the Trustee, on behalf of the Trust, a security interest in all of such Seller’s right, title and interest in, to and under the Transferred Assets, whether now owned or hereafter acquired, in order to secure all of such Seller’s obligations hereunder. For purposes of each such transfer, this Agreement shall constitute a security agreement under applicable law. With respect to the Transferred Assets sold by each Seller to the Trustee, on behalf of the Trust, and without limiting the requirements set forth in Section 2.2 hereof, the Seller shall (and the Servicer shall cause such Seller to) file as promptly as practicable, but in no event later than 10 days following the Closing Date, in the appropriate public filing office or offices UCC-1 financing statements and continuation statements describing such Transferred Assets and naming such Seller as the debtor and the Trustee, on behalf of the Trust, as secured party, file appropriate continuation statements thereto, file amendments thereto in the case of a name change or change in corporate structure, and file appropriate additional UCC financing statements, if any, if such Seller changes its jurisdiction of organization.

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 or a secured financing rather than a sale, each Seller shall be deemed to have granted to the Trustee, on behalf of the Trust, and hereby does grant to the Trustee, on behalf of the Trust, a security interest in all of such Seller’s right, title and interest in, to and under the Transferred Assets, whether now owned or hereafter acquired, in order to secure all of such Seller’s obligations hereunder. For purposes of each such transfer, this Agreement shall constitute a security agreement under applicable law. With respect to the Transferred Assets sold by each Seller to the Trustee, on behalf of the Trust, and without limiting the requirements set forth in Section 2.2 hereof, the Seller shall (and the Servicer shall cause such Seller to) file as promptly as practicable, but in no event later than 10 days following the Closing Date, in the appropriate public filing office or offices UCC-1 financing statements and continuation statements describing such Transferred Assets and naming such Seller as the debtor and the Trustee, on behalf of the Trust, as secured party, file appropriate continuation statements thereto, file amendments thereto in the case of a name change or change in corporate structure, structure and file appropriate additional UCC financing statements, if any, if such Seller changes its jurisdiction of organization.

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 the Closing 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 Initial 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 Initial Home Equity Loans, including without limitation all agreements, instruments and other documents evidencing or governing the Mortgagors’ obligations under the related Initial 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 Initial 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 or a secured financing rather than a sale, each Seller shall be deemed to have granted to the Trustee, on behalf of the Trust, and hereby does grant to the Trustee, on behalf of the Trust, a security interest in all of such Seller’s right, title and interest in, to and under the Transferred Assets, whether now owned or hereafter acquired, in order to secure all of such Seller’s obligations hereunder. For purposes of each such transfer, this Agreement shall constitute a security agreement under applicable law. With respect to the Transferred Assets sold by each Seller to the Trustee, on behalf of the Trust, and without limiting the requirements set forth in Section 2.2 hereof, the Seller shall (and the Servicer shall cause such Seller to) file as promptly as practicable, but in no event later than 10 days following the Closing Date, in the appropriate public filing office or offices UCC-1 financing statements and continuation statements describing such Transferred Assets and naming such Seller as the debtor and the Trustee, on behalf of the Trust, as secured party, file appropriate continuation statements thereto, file amendments thereto in the case of a name change or change in corporate structure, and file appropriate additional UCC financing statements, if any, if such Seller changes its jurisdiction of organization.