Conveyance of the Contracts Sample Clauses

Conveyance of the Contracts. CERTIFICATES Section 3.01. Conveyance of the Contracts................................. 7 Section 3.02. Initial Ownership........................................... 7 Section 3.03. The Certificates............................................ 7 Section 3.04. Authentication of Certificates.............................. 8 Section 3.05. Registration of and Limitations on Transfer and Exchange of Certificates............................. 8 Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates........... 10 Section 3.07. Persons Deemed Certificateholders........................... 11 Section 3.08. Access to List of Certificateholders' Names and Addresses... 11 Section 3.09. Maintenance of Office or Agency............................. 11 Section 3.10. Certificate Paying Agent.................................... 11

Conveyance of the Contracts. CERTIFICATES Section 3.01. Conveyance of the Contracts............................. 7 Section 3.02. Initial Ownership....................................... 7 Section 3.03. The Certificates........................................ 7 Section 3.04. Authentication of Certificates.......................... 8 Section 3.05. Registration of and Limitations on Transfer and Exchange of Certificates...................................... 8 Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates.....

Conveyance of the Contracts. (a) The Seller shall sell, transfer, assign, deliver, set over and convey to the Trustee, in trust for the sole benefit of the Certificateholders, finally without recourse or reversion, all right, title and interest of the Seller in and to (i) on the Initial Closing Date, the Initial Contracts as of the Initial Cut-Off Date, and on each Addition Date, the Additional Contracts as of the related Additional Cut-Off Date, and all moneys due and to become due thereunder on or after the Initial Cut-Off Date or Additional Cut-Off Date, as the case may be, (ii) the Equipment, (iii) any proceeds with respect to the Contracts from claims on any Physical Damage Insurance Policy or other insurance covering the Equipment and (iv) the proceeds of any and all the foregoing (collectively, the "Trust Corpus"). The sale by the Seller will not constitute and is not intended to result in an assumption by the Trustee or any Certificateholder of any obligation of the Seller to the Obligors or any other Person in connection with the Contracts, the Contract Files, any Physical Damage Insurance Policy or other insurance covering the Equipment or under any agreements or instruments relating to any of the foregoing. In consideration for each such sale of the Trust Corpus, the Trustee, as paying agent, shall pay to the Seller on the Closing Date, cash in an amount equal to the sum of (i) 100% of the Outstanding Principal Balance of the Contracts transferred to the Trust on such Closing Date and (ii) the Premium Amount. Notwithstanding the foregoing, however, the Trust shall not be obligated to purchase any Contracts on any Closing Date, and the Trustee shall not purchase them, unless a Responsible Officer of the Trustee has confirmed each of the following: (i) the Trustee has received all documents and materials from the Seller, the Servicer and their counsel described in Section 2.01(b) which are required to be delivered to the Trustee including, without limitation, the Sale Certificate from the Seller with respect to the proposed purchase of Contracts on such Closing Date; (ii) the Trustee has given the Certificateholders written notice (together with a copy of the Sale Certificate (and attachments thereto) and computer diskette or electronic spreadsheet file provided to the Trustee by the Seller with respect to such Contracts) of its intent to purchase such Contracts on such Closing Date at least two (2) Business Days' prior to such Closing Date (unless this requirement is waived ...

Conveyance of the Contracts. 9 Section 3.02.

Conveyance of the Contracts. 4 SECTION 2.1 Conveyance of Contracts and Related Assets . . .

Conveyance of the Contracts. Representation and Warranties of the Seller ------------------------------------------------------------------------ SECTION 2.1. Sale and Assignment of Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 18 SECTION 2.2. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SECTION 2.3. Repurchase of Certain Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 32 SECTION 2.4. Duties and Appointment of Custodian . . . . . . . . . . . . . . . . . . . . . . . 33 SECTION 2.5. Duties of Servicer Relating to the Contracts . . . . . . . . . . . . . . . . . . . 34 SECTION 2.6. Instructions; Authority to Act . . . . . . . . . . . . . . . . . . . . . . . . . . 35 SECTION 2.7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 2.8. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 2.9. Nonpetition Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Conveyance of the Contracts. Section 2.1. Conveyance of Contracts and Related Assets..............................4 Section 2.2. Intention of the Parties................................................5

Conveyance of the Contracts. Subject to the conditions set forth in Section 2.03, on the Closing Date, the Company shall sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust by execution of an assignment substantially in the form of Exhibit D hereto (i) all the right, title and interest of the Company in and to the Contracts, including, without limitation, the security interests in the Manufactured Homes securing such Contracts and any related Mortgages, all interest and principal received by the Company on or with respect to the Contracts on and after the Cut-off Date, (ii) all rights under any Hazard Insurance Policy relating to a Manufactured Home securing an Contract for the benefit of the creditor of such Contract, (iii) the proceeds from any Contract Holders' Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Contracts or the Manufactured Homes related thereto, (iv) all documents contained in the Contract Files with respect to the Contracts, (v) all amounts held for the Trust in the Certificate Account, and (vi) all proceeds in any way derived from any of the foregoing. The parties intend that the conveyance of the Company's right, title and interest in and to the Contracts pursuant to this Agreement shall constitute an absolute sale.

Conveyance of the Contracts. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Notes and the Certificates, without recourse, all its right, title and interest in and to the Contracts, including all interest and principal received on or with respect to the Contracts after the Cut-off Date (other than payments of principal and interest due on the Contracts on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Manufactured Housing Contract Sale Agreement. The conveyance of the Contracts by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Notes under the Indenture and issuance of the Certificates hereunder to the Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Contracts as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement.