Common use of Subsequent Transfers Clause in Contracts

Subsequent Transfers. Each of the Transferor, the Retention Holder and the Issuer agrees and acknowledges that (i) the Retention Holder may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the Retention Holder, and (ii) the Issuer may acquire from the Retention Holder and the Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the Retention Holder and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the Retention Holder Purchase Price with respect thereto, and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. Each of the Transferor, the U.S. Retention Holder and the Issuer agrees and acknowledges that (i) the U.S. Retention Holder may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, Transferor and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the U.S. Retention Holder, and (ii) the Issuer may acquire from the U.S. Retention Holder and Holder, the U.S. Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the U.S. Retention Holder and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the U.S. Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the U.S. Retention Holder Purchase Price with respect thereto, thereto and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. Each of the Transferor, the U.S. Retention Holder and the Issuer agrees and acknowledges that (i) the U.S. Retention Holder may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, Transferor and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the U.S. Retention Holder, and (ii) the Issuer may acquire from the U.S. Retention Holder and Holder, the U.S. Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the U.S. Retention Holder and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the U.S. Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the U.S. Retention Holder Purchase Price with respect thereto, thereto and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. Each of the Transferor, the Retention Holder Provider and the Issuer agrees and acknowledges that (i) the Retention Holder Provider may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, Transferor and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the Retention HolderProvider, and (ii) the Issuer may acquire from the Retention Holder and Provider, the Retention Holder Provider may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the Retention Holder Provider and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the Retention Holder Provider for any Subsequent Conveyed Collateral shall be an amount equal to the Retention Holder Provider Purchase Price with respect thereto, thereto and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. Each of the Transferor, the Retention Holder Transferor and the Issuer agrees and acknowledges that (i) the Retention Holder Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the Retention Holder, and (ii) the Issuer may acquire from the Retention Holder and the Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the Retention Holder Transferor and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the Retention Holder Purchase Price with respect thereto, and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. Each of the Transferor, the Retention Holder and the Issuer agrees and acknowledges that (i) the Retention Holder may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, Transferor and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the Retention Holder, and (ii) the Issuer may acquire from the Retention Holder and Holder, the Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the Retention Holder and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the Retention Holder Purchase Price with respect thereto, thereto and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. Each (a) Subject to the satisfaction of the conditions set forth in this Section 2.5 and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Trustee's delivery on each Subsequent Transfer Date to or upon the order of the Depositor, and in consideration of the Depositor's delivery on each Subsequent Transfer Date to or upon the order of the Transferor, of all or a portion of the Retention Holder Pre-Funding Amount, in any case on deposit in the Pre-Funding Account, the Transferor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, and the Issuer agrees Depositor shall on such Subsequent Transfer Date sell, transfer, assign, set over and acknowledges otherwise convey without recourse to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all of its right, title and interest in and to each Subsequent Loan listed on the related Subsequent Loan Schedule. The Trustee may only acquire Subsequent Loans with an aggregate Principal Balance of up to the Original Pre-Funding Amount. The transfer by the Transferor to the Depositor, and by the Depositor to the Trustee of the Subsequent Loans set forth in the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Transferor to the Depositor, and a sale by the Depositor to the Trustee. If the assignment and transfer of the Subsequent Loans and the other property specified in this Section 2.5(a) from the Transferor to the Depositor, and from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Transferor and the Depositor intend that (i) the Retention Holder may, subject rights and obligations of the parties shall be established pursuant to the terms of this Agreement and conditions set forth hereinthat, acquire Additional Collateral Obligations in such event, (a)(i) the Transferor shall be deemed to have granted and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, and the Issuer may, as permitted under the Indenture and subject does hereby grant to the terms Depositor as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and conditions set forth herein, acquire interest of the Additional Conveyed Collateral from Transferor in and to the Retention Holderrelated Subsequent Loans and all other property conveyed to the Depositor pursuant to this Section 2.5(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law and (b)(i) the Issuer may acquire Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, as of each Subsequent Transfer Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the related Subsequent Loans and all other property conveyed to the Trustee pursuant to this Section 2.5(a) and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. The amount released to the Transferor from the Retention Holder Pre-Funding Account shall be one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred. (b) The Trustee shall transfer funds from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate Principal Balances of the Subsequent Loans as of the related Cut-Off Date so transferred to the Trustee and use such cash to acquire the Subsequent Loans on behalf of the Trust, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Transferor on its behalf and on behalf of the Depositor, shall have provided the Trustee and the Retention Holder may acquire from Rating Agencies with an Addition Notice, which notice shall be given no fewer than five (5) Business Days prior to the related Subsequent Transfer Date and shall designate the Subsequent Loans to be sold by the Transferor to the Depositor and by the Depositor to the Trustee and the aggregate Principal Balances of such Subsequent Loans as of the related Cut-Off Date and the Rating Agencies shall have provided written confirmation that the purchase of such Subsequent Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the then outstanding Certificates; (ii) The Transferor on its behalf and on behalf of the Depositor, shall have deposited in the Collection Account all principal collected after the related Cut-Off Date and interest payments collected after the related Cut-Off Date in respect of each Subsequent Loan and the related Subsequent Cut-Off Date Deposit; (iii) The Transferor shall have delivered to the Depositor, the Certificate Insurer and the Trustee, an Officer's Certificate confirming that, as of each Subsequent Transfer Date, the Transferor was not insolvent, would not be made insolvent by such transfer and was not aware of any pending insolvency; (iv) The Pre-Funding Period shall not have ended; (v) The Transferor shall have delivered to the Depositor, the Certificate Insurer and the Trustee, an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) (including those set forth in clause (B) of subparagraph (vii) below) and in the related Subsequent Transfer Agreement; (vi) The Transferor shall have delivered to the Depositor, the Certificate Insurer and the Trustee, an Officer's Certificate confirming that the representations and warranties of the Transferor pursuant to Section 3.3 (other than to the extent representations and warranties relate to statistical information as to the characteristics of the Initial Loans in the aggregate) and pursuant to Section 3.4 are true and correct with respect to the Subsequent Loans and the Transferor, as permitted under of the Indenture Subsequent Transfer Date; (vii) Each of the Depositor and subject the Trustee shall not purchase a Subsequent Loan unless: (A) each Rating Agency shall consent thereto (which consent shall be evidenced by a letter from the Rating Agency); (B) the Depositor and the Transferor shall have delivered to the terms and conditions set forth hereinCertificate Insurer, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 the Rating Agencies and the Indenture Trustee Opinions of Counsel with respect thereto (to the “Substitute Conveyed Collateral” and, together with transfer of the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, Loans substantially in the form of Exhibit A hereto, duly executed by each the Opinions of Counsel delivered to the TransferorCertificate Insurer, the Retention Holder Rating Agencies and the Issuer Trustee on the Closing Date relating to corporate formalities and enforceability; and (each such agreement, a “C) the following conditions shall have been satisfied as evidenced by an Officer's Certificate pursuant to Section 2.5 (b)(v) above: (1) no Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will Loans may be deemed to become part of this Agreement 30 or more days Delinquent as of the date of its execution (each such date, a “applicable Cut-Off Date”; (2) without further amendment hereof, provided that any sale the Subsequent Loan must be secured by a first or second priority lien; (3) no Subsequent Loan may have an outstanding Principal Balance of Subsequent Conveyed Collateral shall be effective more than $499,000 as of the Settlement applicable Cut-Off Date specified and the average Principal Balance of all the Subsequent Loans will not be greater than $64,479; (4) the Subsequent Loan is a balloon loan or a fully amortizing loan with level payments over the remaining term of no more than 30 years; (5) the Subsequent Loan must have a fixed interest rate equal to at least 8.25% per annum; (6) the Subsequent Loan must have a CLTV of no more than 100%; (7) the Subsequent Loan must be underwritten, re-underwritten or reviewed, as applicable, in such accordance with the underwriting guidelines similar to those of the Initial Loans; (8) following the acquisition of the Subsequent Transfer Agreement. The purchase price paid Loans by the Retention Holder trust, all of the loans included in the trust must satisfy the following: (a) The minimum FICO credit score must be at least 620 for any Subsequent Conveyed Collateral the Loans originated by Avondale; (b) The percentage of Loans originated by Avondale may not be more than 34.82% of the total Loans based on Aggregate Principal Balance; (c) The weighted average CLTV of all the Loans may not be more than 79.15%; (d) The percentage of Loans with a CLTV of greater than 80% may not be greater than 34.72% based on Aggregate Principal Balance; (e) The percentage of Loans with a CLTV of greater than 90% may not be greater than 8.61% based on Aggregate Principal Balance; (f) The percentage of Loans that are second liens may not be greater than 10.53% based on Aggregate Principal Balance; (g) Of the Loans that are second liens, the percentage of Loans originated by New South that are second liens may not be greater than 8.06% of the total Loans originated by New South based on Aggregate Principal Balance and the percentage of Loans originated by Avondale that are second liens may not be greater than 15.16% of the total Loans originated by Avondale based on Aggregate Principal Balance; (h) The percentage of A classified Loans from New South shall be an amount equal to the Retention Holder Purchase Price with respect thereto, and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral no less than 42.74% based on Aggregate Principal Balance; (i) The percentage of AA classified Loans from New South shall be an amount equal to no less than 28.60% based on Aggregate Principal Balance; (j) [Reserved]; (k) The percentage of C classified Loans from New South shall be no more than 6.42% based on Aggregate Principal Balance; (l) The percentage of Loans that are non-owner occupied properties may not be greater than 1.80% based on Aggregate Principal Balance; (m) The percentage of Loans which are balloon loans may not be greater than 14.80% based on Aggregate Principal Balance; (n) The percentage of Loans that are considered "Full Doc" or "Time Saver" shall be no less than 65.42% based on Aggregate Principal Balance; (o) The percentage of Loans that are secured by mortgaged properties considered single family residences may not be less than 96.56% based on Aggregate Principal Balance; (p) The weighted average interest rate of the Issuer Purchase Price with respect thereto.Loans must be at least 9.91% based on Aggregate Principal Balance; (q) No more than 0.93% of the Loans, by Aggregate Principal Balance may be concentrated in any single zip code; (r) No more than 22.00% of the Loans, by Aggregate Principal Balance may be secured by properties located in the State of Alabama;