Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and satisfaction or waiver of the conditions to closing set forth in Section 7 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, all the right, title and interest of the Seller (other than the primary servicing rights) in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement.
Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to the Seller's receipt of the Purchase Consideration and the satisfaction or waiver of the conditions to closing set forth in Section 5 of this Agreement (which conditions shall be deemed to have been satisfied or waived upon the Seller's receipt of the Purchase Consideration), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement), all the right, title and interest of the Seller in and to the Mortgage Loan as of such date, on a servicing released basis, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement.
Conveyance of Mortgage Loan. As grantor of the Trust, the Seller, concurrently with the execution and delivery hereof, does hereby sell, transfer, set over, convey and absolutely assign to the Trustees without recourse (except as provided herein) in trust intending to establish the Trust, all right, title and interest of the Seller in and to the Mortgage Loan, including all interest, Make-Whole Premium and principal due or to become due from the Borrower on or with respect to the Mortgage Loan. In connection with such sale, conveyance, transfer and absolute assignment, the Seller does hereby sell, transfer, convey and absolutely assign and deliver to, and deposit with, the Trustees the documents constituting the Mortgage File. The ownership of the Mortgage Note, the Mortgage and the contents of the Mortgage File is vested in the Trustees without reservation of any right, title or interest whatsoever in the Seller. The Seller intends that the sale, conveyance, transfer and absolute assignment of the Seller's right, title and interest in and to the Mortgage Loan pursuant to this Agreement shall constitute a purchase and sale and not a pledge of security for a loan. However, if for any reason such conveyance is deemed not to be a sale, the Seller intends that the rights and obligations of the parties shall nevertheless be established pursuant to the terms of this Agreement and that the Seller shall be deemed to have granted to the Trustee a first priority security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loan, all payments of principal of or interest on the Mortgage Loan, all other payments made in respect of the Mortgage Loan (including, without limitation, Make-whole Premium), and all proceeds of any thereof, and any other assets of the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of all claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person.
Conveyance of Mortgage Loan. On the Closing Date, Seller shall sell, convey, assign and transfer, subject to any related servicing rights of any applicable Master Servicer under, and/or any applicable Primary Servicer contemplated by, the Pooling and Servicing Agreement, without recourse except as provided herein, to Depositor, free and clear of any liens, claims or other encumbrances, all of Seller's right, title and interest in, to and under: (i) the Mortgage Loan and (ii) all property of Seller described in Section 21(b) of this Agreement, including, without limitation, (A) all scheduled payments of interest and principal due on or with respect to the Mortgage Loan after the Cut-off Date and (B) all other payments of interest, principal or yield maintenance charges received on or with respect to the Mortgage Loan after the Cut-off Date, other than any such payments of interest or principal or yield maintenance charges that were due on or prior to the Cut-off Date. The Mortgage File for the Mortgage Loan shall contain the following documents on a collective basis:
Conveyance of Mortgage Loan. Section 4. Depositor's Conditions to Closing............................. Section 5. Seller's Conditions to Closing................................ Section 6.
Conveyance of Mortgage Loan. On the Closing Date, Seller shall sell, convey, assign and transfer, without recourse except as expressly provided herein, to Depositor, free and clear of any liens, claims or other encumbrances, all of Seller's right, title and interest in, to and under: (i) the Mortgage Loan; and (ii) all property of Seller described in Section 21(b) of this Agreement, including, without limitation, (A) all scheduled payments of interest and principal due on or9 with respect to the Mortgage Loan after the Cut-off Date and (B) all other payments of interest, principal or yield maintenance charges received on or with respect to the Mortgage Loan after the Cut-off Date, other than any such payments of interest or principal or yield maintenance charges that were due on or prior to the Cut-off Date. The Mortgage File for the Mortgage Loan shall consist of the following documents:
Conveyance of Mortgage Loan. The Seller, as grantor, does hereby sell, transfer, assign, set over and convey to the Trustees without recourse (except as provided herein), in trust intending to establish the Trust, all the right, title and interest of the Seller in and to the Mortgage Loan, including all interest and principal received by the Seller on or with respect to the Mortgage Loan. In connection with such sale and assignment, the Seller does hereby deliver to, and deposit with, the Trustee the documents constituting the Mortgage File. If the Seller cannot deliver the Mortgage for the Mortgage Loan with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where the Mortgage has been delivered for recordation, the Seller shall deliver or cause to be delivered to the Trustee an Officer's Certificate, with a photocopy of the Mortgage attached thereto, stating that the Mortgage has been delivered to the appropriate public recording official for recordation. The Seller shall promptly deliver or cause to be delivered to the Trustee, within 90 days of the Closing Date, the Mortgage with evidence of recording indicated thereon upon receipt thereof from the public recording official. The seller shall promptly cause to be recorded in the appropriate public office for real property records the Assignment. Seller shall also cause any publication of notice thereof or other filing thereof as may be required. While the Assignment is being recorded, the Seller shall leave with the Trustee a photocopy of the Assignment. If the Assignment is returned unrecorded to the Seller because of any defect therein, the Seller shall cause such defect to be cured and the Assignment to be recorded in accordance with this paragraph. Within 90 days of the Closing Date, the Seller shall deliver or cause to be delivered to the Trustee an Officer's Certificate stating that the Assignment has been duly recorded in the appropriate public offices for real property records and shall deliver or cause to be delivered the Assignment with evidence of recording thereon. Seller shall pay or caused to be paid all filing, registration and recording taxes and fees incident thereto and all expenses, taxes and other governmental charges incident to or in connection with the preparation, execution, delivery or acknowledgment of such instruments. Any document constituting part of the Mortgage File held by the Seller or on its be...
Conveyance of Mortgage Loan. (a) Effective as of the Closing, upon receipt of the Purchase Price, Seller does hereby transfer, assign, set over, and otherwise convey to Buyer, without recourse except as expressly set forth herein, the Mortgage Loan, including, without limitation, all of the right, title, and interest of the Seller in and to the proceeds of any related title, hazard, or other insurance policies.
Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt of the Purchase Price and satisfaction of the other conditions to closing that are for the benefit of the Seller, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement), all the right, title and interest of the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date that the Purchaser has agreed to purchase, together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds. The foregoing provisions of this subsection (a) shall not, however, be construed to limit the effect of subsection (e) of this Section 2.
Conveyance of Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt by the Seller of the purchase price referred to in Section 1 hereof (exclusive of any applicable holdback for transaction expenses), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, all the right, title and interest of the Seller in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such date, including all interest and principal received or receivable by the Seller on or with respect to the Mortgage Loan after the Cut-off Date for such Mortgage Loan, together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Mortgage Loan. The Purchaser shall be entitled to (and, to the extent received by or on behalf of the Seller, the Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loan after its Cut-off Date, and all other recoveries of principal and interest collected thereon after such Cut-off Date. All scheduled payments of principal and interest due thereon on or before the Cut-off Date for the Mortgage Loan and collected after such Cut-off Date shall belong to the Seller.
