Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shal...
Sale of Subsequent Mortgage Loans. (a) The Depositor, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Issuer, without recourse (except as expressly provided herein and in the Trust Agreement), all of its right, title and interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the following: (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Attachment B and the other related Subsequent Transferred Property purchased by the Depositor from the Seller pursuant to the Purchase Agreement; provided, however, that the Issuer does not assume any obligations (including any obligations to fund Draws) arising under or related to the Related Documents. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, with respect to the Subsequent Mortgage Loans, as of the related Subsequent Transfer Date; and (2) with respect to the amount of each Additional Balance created on or after the Subsequent Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the related Subsequent Cut-Off Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Depositor of consideration therefore as provided in Section 3.02(c)
Sale of Subsequent Mortgage Loans. Throughout the term of this Agreement, by execution of a Transfer Supplement in the form attached hereto as Exhibit B, the Seller will sell to the Depositor and the Depositor shall purchase from the Seller, subject to satisfaction of the conditions set forth in Section 2.01(b) of the Transfer and Servicing Agreement, Subsequent Mortgage Loans with respect to which the aggregate Transfer Price (as specified in the Transfer Supplement) does not exceed the amount then on deposit in the Pre-Funding Account. Subject to the conditions set forth in this Section 1.01(b), in consideration of the Depositor’s delivery on the related Transfer Date to the Seller or its designee, or upon the order of the Seller, of the Transfer Price for the related Subsequent Mortgage Loans, the Seller shall, on such Transfer Date, sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Seller in and to each Subsequent Mortgage Loan (including all interest and principal received or receivable on or with respect to such Subsequent Mortgage Loan, but not including interest due and payable on such Subsequent Mortgage Loan prior to the Subsequent Cut-off Date) identified on the Transfer Supplement and delivered by the Seller on such Transfer Date and all items in the related Mortgage File.
Sale of Subsequent Mortgage Loans. (a) During the last fifteen (15) days of any calendar quarter, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Servicer, on behalf of the Trust, of all or a portion of the Purchase Price of the related Notes, the Trust shall on any Subsequent Transfer Date pledge, without recourse, to the Indenture Trustee, for the benefit of the Noteholders, all right, title and interest of the Trust in and to the related Subsequent Mortgage Loans, including the outstanding principal of, and interest due on and after the related Subsequent Transfer Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholders, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement.
Sale of Subsequent Mortgage Loans. (A) The Seller covenants and agrees to use its best efforts to acquire and sell to the Issuer as assignee of the Purchaser, and the Issuer will agree in the Indenture to pledge to the Indenture Trustee, subject to satisfaction of the conditions set forth therein, the Subsequent Mortgage Loans. On each Subsequent Transfer Date, concurrently with the execution and delivery of the Subsequent Transfer Agreement (the form of which is attached hereto as Exhibit A) and subject to the terms thereof, the Seller will thereby sell, assign, set over, and otherwise convey to the Issuer as assignee of the Purchaser, without recourse, all of its right, title and interest in, to and under the following (the "Subsequent Transfer"), wherever located: (i) the Subsequent Mortgage Loans, including the related Cut-Off Date Principal Balance; (ii) all interest accruing thereon after the applicable Cut-Off Date (other than payments in respect of accrued interest on such Subsequent Mortgage Loans through the related Due Date in the calendar month preceding the Subsequent Transfer Date); (iii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or deed in lieu of foreclosure; (iv) interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; and (v) all proceeds of the foregoing.
Sale of Subsequent Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, (b) all of its right, title and interest in and to each Subsequent Mortgage Loan, including the related Subsequent Cut-Off Date Principal Balance, all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due on or after the Subsequent Cut-Off Date; (c) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (d) its interest in any insurance policies in respect of the Subsequent Mortgage Loans; and (e) all proceeds of any of the foregoing.
Sale of Subsequent Mortgage Loans. (a) The Originators do hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of their right, title and interest in and to the Subsequent Mortgage Loans, and including all principal and interest collected in respect of the Subsequent Mortgage Loans on and after the Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.02 of the Purchase Agreement; provided, however, that the Originators reserve and retain all right, title and interest in and to principal and interest collected in respect of the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The Originators, contemporaneously with the delivery of this Agreement, have delivered or caused to be delivered to the Purchaser each item set forth in Section 2.02 of the Purchase Agreement.
Sale of Subsequent Mortgage Loans. (a) The Sponsor does hereby sell, transfer, assign, set over and convey to the Trust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all principal and interest collected on the Subsequent Mortgage Loans on and after the Subsequent Cut-Off Date, and the Mortgage File for each Subsequent Mortgage Loan. The Sponsor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trust the Mortgage File for each Subsequent Mortgage Loan. The transfer to the Trust of the Subsequent Mortgage Loans identified on the Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the parties hereto to constitute a sale by the Sponsor to the Trust on the Subsequent Transfer Date of all the Sponsor's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Sponsor hereby grants to the Trust as of the Subsequent Transfer Date a security interest in all of the Sponsor's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Sponsor's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC- 1 financing statements and any continuation statements with respect thereto as are necessary to perfect and protect the Trust's interests in each Subsequent Mortgage Loan and the proceeds thereof.
Sale of Subsequent Mortgage Loans. The Seller covenants and agrees to use its best efforts following the Closing Date to acquire and, on behalf of the Purchaser, sell to the Trustee as assignee of the Purchaser, and the Trustee as assignee of the Purchaser will agree in the Pooling and Servicing Agreement to purchase, subject to satisfaction of the conditions set forth therein, an amount of Subsequent Mortgage Loans sufficient to reduce the Pre-Funded Amount to less than $100,000 on or before July 24, 1998. On any Subsequent Transfer Date, concurrently with the execution and delivery of a Subsequent Transfer Agreement and subject to the terms thereof, the Seller will thereby sell, assign, set over, and otherwise convey to the Trustee as assignee of the Purchaser, without recourse, all of its right, title and interest in, to and under the following, whether now existing or hereafter acquired and wherever located: the Subsequent Mortgage Loans, including the related Cut-Off Date Loan Balances, and all payments in respect of the Subsequent Mortgage Loans received on and after the related Subsequent Cut-Off Date (exclusive of payments in respect of interest on the Subsequent Mortgage Loans accrued prior to the Subsequent Cut-Off Date and
