Transfer to the Issuer. The Seller acknowledges and agrees that (1) the Depositor will, pursuant to the Sale and Servicing Agreement, transfer and assign the Receivables and assign its rights under this Agreement with respect thereto to the Issuer and, pursuant to the Indenture, the Issuer will pledge the Receivables to the Indenture Trustee, and (2) the representations and warranties contained in this Agreement and the rights of the Depositor under this Agreement, including under Section 7.02, are intended to benefit the Issuer, the Noteholders and the Certificateholder. The Seller hereby consents to such transfers and assignments and agrees that enforcement of a right or remedy hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have the same force and effect as if the right or remedy had been enforced or executed by the Depositor.
Transfer to the Issuer. The Seller acknowledges and agrees that (1) the Depositor will, pursuant to the Sale and Servicing Agreement, transfer and assign the Conveyed Assets and assign its rights under this Agreement with respect thereto to the Issuer and, pursuant to the Indenture, the Issuer will pledge the Conveyed Assets to the Indenture Trustee, and (2) the representations and warranties contained in this Agreement and the rights of the Depositor under this Agreement, including under Section 6.02, are intended to benefit the Issuer and the Noteholders. The Seller hereby consents to such transfers and assignments and agrees that enforcement of a right or remedy hereunder by the Indenture Trustee, the Owner Trustee or the Issuer, including the right to require the Seller to repurchase any Receivable pursuant to Section 6.02(a), shall have the same force and effect as if the right or remedy had been enforced or executed by the Depositor, and agrees that no such party shall be obligated to exercise any such rights through the Depositor.
Transfer to the Issuer. The Seller acknowledges and ---------------------- agrees that (a) the Purchaser will, pursuant to the Sale and Servicing Agreement, transfer and assign the Receivables and assign its rights under this Agreement with respect thereto to the Issuer and the Issuer will pledge the Receivables to the Indenture Trustee and (b) the representations and warranties contained in this Agreement and the rights of the Purchaser under this Agreement, including under Section 6.02, are intended to benefit the Issuer, the Noteholders (and the Certificateholders). The Seller hereby consents to such transfers and assignments.)
Transfer to the Issuer. The Seller acknowledges and agrees that (a) the Purchaser will, pursuant to the Sale and Servicing Agreement, transfer and assign the Receivables and assign its rights under this Agreement with respect thereto to the Issuer and the Issuer will pledge the Receivables to the Indenture Trustee and (b) the Purchaser will pledge the Eligible Investment Receivables and assign its rights under this Agreement with respect thereto to the Collateral Agent and (c) the representations and warranties contained in this Agreement and the rights of the Purchaser under this Agreement, including under Section 6.02, are intended to benefit the Issuer, the Noteholders, the Certificateholders and the Security Insurer. The Seller hereby consents to such transfers and assignments.
Transfer to the Issuer. The Seller acknowledges and agrees that (1) the Depositor will, pursuant to the Sale and Servicing Agreement, transfer and assign the Receivables and assign its rights under this Agreement with respect thereto (other than its rights under Sections 8 and 9 of this Agreement) to the Issuer and, pursuant to the Indenture, the Issuer will pledge the Receivables to the Indenture Trustee, and (2) the representations and warranties contained in this Agreement and the rights of the Depositor under this Agreement, including under Section 7(f) (other than its rights under Sections 8 and 9 of this Agreement), are intended to benefit the Issuer, the Indenture Trustee, the Noteholders and the Certificateholders. The Seller hereby consents to such transfers and assignments and agrees that enforcement of a right or remedy hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have the same force and effect as if the right or remedy had been enforced or executed by the Depositor.
Transfer to the Issuer. The Transferor acknowledges and agrees that (a) the Depositor will, pursuant to the Transfer and Servicing Agreement, transfer and assign the Receivables and assign its rights under this Agreement with respect thereto to the Issuer and the Issuer will pledge the Receivables to the Indenture Trustee and (b) the representations and warranties contained in this Agreement and the rights of the Depositor under this Agreement, including under Section 6.02, are intended to benefit the Issuer, the Noteholders (and the Certificateholders). The Transferor hereby consents to such transfers and assignments.)
Transfer to the Issuer. It is the intention of PWCC that ---------------------- complete ownership of the Policy Assets be acquired by the Issuer and that the beneficial interest in and title to the Policy Assets not be part of PWCC's estate in the event of the filing of a bankruptcy petition by or against PWCC under any bankruptcy law.
Transfer to the Issuer. The Transferor acknowledges and agrees that (1) the Purchaser will, pursuant to the Receivables Purchase Agreement, transfer and assign the Transferor Conveyed Assets and assign its rights under this Agreement with respect thereto to the Depositor, the Depositor will, pursuant to the Sale and Servicing Agreement, transfer and assign the Transferor Conveyed Assets and assign its rights under this Agreement with respect thereto to the Issuer, and, pursuant to the Indenture, the Issuer will pledge the Transferor Conveyed Assets to the Indenture Trustee, and (2) the representations and warranties contained in this Agreement and the rights of the Purchaser under this Agreement (including, but not limited to, under Section 6.02) are intended to benefit the Depositor, the Issuer, the Indenture Trustee, the Noteholders and the Certificateholders. The Transferor hereby consents to such transfers and assignments and agrees that enforcement of a right or remedy hereunder by the Indenture Trustee, the Owner Trustee, the Issuer or the Depositor shall have the same force and effect as if the right or remedy had been enforced or executed by the Purchaser.
