Common use of Agreement to Transfer Clause in Contracts

Agreement to Transfer. (a) On and after the date of --------------------- this Agreement, the Originator agrees to sell or contribute without recourse, except as specifically provided herein, to PSC all Receivables originated by the Originator. On or before the Effective Date, the Originator and PSC shall enter into a separate Certificate of Assignment substantially in the form of Exhibit A hereto (the "ASSIGNMENT"). (b) The Originator shall, on the Effective Date and on a date occurring no less frequently than weekly thereafter, deliver to PSC a Request Notice identifying (i) the amount of outstanding Receivables originated and owned by the Originator through such date, (ii) at its option, a certain number of such Receivables to be contributed to PSC (the "CONTRIBUTED RECEIVABLES"), and (iii) the amount of all other Receivables not previously identified as purchased and sold or contributed, to be purchased and sold (the "SOLD RECEIVABLES"), in each case in accordance with the procedures described in this Section 2.01(b). No later than the following Business Day (the "TRANSFER DATE"), the Originator shall transfer the Receivables designated in such Request Notice which are to be purchased, sold and, if applicable, contributed. Each such identification shall be made as of the opening of business of the Originator on each Transfer Date. (c) The price paid for such Sold Receivables shall be the Sale Price. Such Sale Price shall be paid by means of an immediate cash payment to the Originator. On each Transfer Date the Sold Receivables and Contributed Receivables shall be assigned, and PSC shall pay the Sale Price for such Sold Receivables. The portion of the Sale Price payable in cash shall be payable in immediately available funds on the applicable Transfer Date to an account designated by the Originator (and approved by the Operating Agent) on or before such Transfer Date. (d) On and after each applicable Transfer Date hereunder, PSC shall own the Sold Receivables and the Contributed Receivables which have been (assuming compliance with the terms hereof) identified as being transferred to PSC under this Section 2.01 and the Originator shall not take any action inconsistent with such ownership, nor shall the Originator claim any ownership interest in any such Transferred Receivables. (e) Until the occurrence of an Event of Servicer Termination or a resignation of the Servicer pursuant to the Purchase Agreement, (i) the Originator, as Servicer, shall conduct the servicing, administration and collection of such Transferred Receivables and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect such Transferred Receivables, from time to time, all in accordance with (A) the terms of the Purchase Agreement, (B) customary and prudent servicing procedures for trade receivables of a similar type and (C) all applicable laws, rules and regulations, and (ii) documents relating to Transferred Receivables shall be held in trust by the Originator, as Servicer, for the benefit of PSC and its assignees as the owners thereof, and possession of any incident relating to the Transferred Receivables and Contracts so retained is for the sole purpose of facilitating the servicing of the Transferred Receivables. Such retention and possession thereof is at the will of PSC and its assignees and in a custodial capacity for their benefit only.

Agreement to Transfer. (a) On the terms and conditions of --------------------- this Agreement until the Commitment Termination Date, on and after the date of --------------------- this Agreement, the Originator Company agrees to sell or contribute without recoursemake available for sale or, except as specifically provided hereinat its option, to PSC all contribute to CWC Eligible Receivables in accordance with the Allocation Formula originated by the OriginatorEligible Originators and deliver the appropriate Obligor Delivery Documents to or at the direction of CWC. To the extent CWC has or is able to obtain sufficient funds for the purchase thereof, CWC agrees to purchase such Eligible Receivables offered for sale by Parent. On or before the Effective Date, the Originator Company and PSC CWC shall enter into a separate Certificate of Assignment substantially in the form of Exhibit A 1 hereto (the "ASSIGNMENTAssignment").. ---------- (b) The Originator Company shall, on the Effective Date and on a date occurring no less frequently than weekly thereafterthereafter (each a "Request Notice Date"), ------------------- deliver to PSC CWC and the Custodian a Request Notice identifying (i) the amount of all outstanding Receivables originated and owned by the Originator Company through such date, (ii) at its option, a certain number of such Eligible Receivables to be as contributed to PSC CWC (the "CONTRIBUTED RECEIVABLESContributed Receivables"), and (iii) to the amount of extent ----------------------- CWC has available funds to pay the Sale Price thereof, as purchased and sold all other Eligible Receivables not previously identified as purchased and sold or contributed, to be purchased and sold contributed (the "SOLD RECEIVABLESSold Receivables"), in each case in ---------------- accordance with the procedures described in this Section 2.01(b). No later than the following Business Day (the "TRANSFER DATESale Date"), CWC and the Originator Company --------- shall transfer the identify Eligible Receivables designated in such Request Notice arising since the last Sale Date which are to be purchased, purchased and sold and, if applicable, contributedon such Sale Date. Each such identification shall be made as of the opening of business of the Originator Servicer on each Transfer Sale Date. (c) The price paid for such Sold Receivables shall be the Sale Price. Such Sale Price shall be paid by means of an immediate cash payment to the OriginatorCompany. On each Transfer Sale Date the Sold Receivables and Contributed Receivables shall be assigned, and PSC on such Sale Date CWC shall pay the Sale Price for such Sold Receivables. The portion of the Sale Price which is immediately payable in cash shall be payable in immediately available funds by wire transfer on the applicable Transfer Sale Date to an account designated by the Originator Company (and approved by the Operating Deal Agent) on or before such Transfer the Sale Date. (d) On and after each applicable Transfer Sale Date hereunder, PSC CWC shall own the Sold Receivables and the Contributed Receivables which have been (assuming compliance with the terms hereof) identified as being transferred to PSC CWC under this Section 2.01 and the Originator Company shall not take any action inconsistent with such ownership, nor ownership and shall the Originator not claim any ownership interest in any such Transferred ReceivablesReceivable. (e) Until the occurrence of an Event of Servicer Termination or a resignation of the Servicer pursuant to the Purchase Funding Agreement, (i) the OriginatorCompany, as Servicer, shall conduct the servicing, administration and collection of such Transferred Receivables and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect such Transferred ReceivablesReceivable, from time to time, all in accordance with (Ai) the terms of the Purchase Funding Agreement, (Bii) customary and prudent servicing procedures for trade receivables of a similar type and (Ciii) all applicable laws, rules and regulations, and (ii) documents . Documents relating to Transferred Receivables shall be held in trust by the OriginatorCompany, as Servicer, for the benefit of PSC CWC and its assignees as the owners thereof, and possession of any incident relating to the Transferred Receivables and Contracts so retained is for the sole purpose of facilitating the servicing of the Transferred Receivables. Such retention and possession thereof is at the will of PSC CWC and its assignees and in a custodial capacity for their benefit only.

Agreement to Transfer. (a) On and after the date of --------------------- this AgreementThe Parent hereby agrees, the Originator agrees to sell or contribute without recourse, except on each Weekly Settlement Date (as specifically provided hereindefined below), to PSC sell, transfer, absolutely assign, set-over, convey and/or contribute to the capital of Funding, all Receivables originated of each Designated Obligor owned by the OriginatorParent as of the close of business on the immediately preceding Weekly Settlement Date. On or before the Effective Date, the Originator The Parent and PSC Funding shall enter into a separate Certificate certificate of Assignment substantially assignment (the "SALE ASSIGNMENT"), dated as of the date hereof, in the form of Exhibit A hereto (hereto, evidencing such sale, transfer, absolute assignment, set-over, conveyance and/or contribution of such Receivables by the Parent to Funding. Each Receivable so sold, transferred, absolutely assigned, conveyed, set-over and/or contributed to Funding is referred to herein as a "ASSIGNMENTSOLD RECEIVABLE."). (b) The Originator shallOn the first Business Day of each week or such other day of the week as agreed to from time to time by the Parent and Funding (each, on a "WEEKLY SETTLEMENT DATE"), Funding shall pay the Effective Parent in respect of all Sold Receivables constituting (as of the date such Receivable was transferred to Funding) Eligible Receivables sold, transferred, absolutely assigned, conveyed or set-over to Funding during the week immediately preceding such Weekly Settlement Date and on a date occurring no less frequently than weekly thereafter, deliver an amount (the "Sale Price") equal to PSC a Request Notice identifying the lesser of (i) the amount cash received by Funding on such day in respect of outstanding its financing of such Eligible Receivables originated and owned by the Originator through such date, (ii) at its option, a certain number the fair market value of such Receivables to be contributed to PSC (Eligible Receivables. To the "CONTRIBUTED RECEIVABLES"), and (iii) the amount of all other Receivables not previously identified as purchased and sold or contributed, to be purchased and sold (the "SOLD RECEIVABLES"), in each case in accordance with the procedures described in this Section 2.01(b). No later than the following Business Day (the "TRANSFER DATE"), the Originator shall transfer the Receivables designated in such Request Notice which are to be purchased, sold and, if applicable, contributed. Each such identification shall be made as of the opening of business of the Originator on each Transfer Date. (c) The price paid for such Sold Receivables shall be the Sale Price. Such Sale Price shall be paid by means of an immediate cash payment to the Originator. On each Transfer Date the Sold Receivables and Contributed Receivables shall be assigned, and PSC shall pay extent that the Sale Price for such Sold ReceivablesEligible Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Parent to Funding. The portion of the Sale Price payable in cash shall be payable by Funding in immediately available funds full by wire transfer on the applicable Transfer each Weekly Settlement Date to an account designated by the Originator (and approved by the Operating Agent) Parent on or before such Transfer Weekly Settlement Date. The fair market value of each Sold Receivable that, as of the date such Receivable was transferred to Funding, did not constitute an Eligible Receivable shall be deemed a capital contribution by the Parent to Funding. (dc) On and after each applicable Transfer Date hereunderUpon the sale, PSC shall own transfer, absolute assignment, set-over, conveyance and/or contribution of the Sold Receivables the ownership of each such Receivable shall be vested in Funding and the Contributed Receivables which have been (assuming compliance with the terms hereof) identified as being transferred to PSC under this Section 2.01 and the Originator Parent shall not take any action inconsistent with such ownership, nor ownership and shall the Originator not claim any ownership interest in any such Transferred ReceivablesSold Receivable. (d) The Parent shall indicate in its Records that ownership of each Sold Receivable is held by Funding or its assignee. In addition, the Parent shall respond to any inquiries with respect to ownership of a Sold Receivable by stating that it is no longer the owner of such Receivable and that ownership of such Sold Receivable is held by Funding or its assignee. (e) Until The Parent shall provide for the occurrence direct remittance by each Obligor of an Event of Servicer Termination or a resignation of the Servicer pursuant all Collections with respect to each Sold Receivable to the Purchase Agreementaccount specified to it by the Administrative Agent. (f) Until such time as it is notified that Funding has transferred ownership of a Sold Receivable or it is otherwise directed by Funding, (i) the Originator, as Servicer, Parent shall conduct the servicing, administration and collection of such Transferred Receivables Sold Receivable and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect such Transferred ReceivablesSold Receivable, from time to time, all in accordance with (A) the terms of the Purchase Agreement, (Bi) customary and prudent servicing procedures for trade receivables of a similar type and type, (Cii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii) documents relating ), no less a standard of care than that which it applies to Transferred Receivables shall be held in trust by the Originator, as Servicer, it services for the benefit of PSC and its assignees as the owners thereof, and possession of any incident relating to the Transferred Receivables and Contracts so retained is for the sole purpose of facilitating the servicing of the Transferred Receivables. Such retention and possession thereof is at the will of PSC and its assignees and in a custodial capacity for their benefit onlyown account.

Agreement to Transfer. (a) On and after the date of --------------------- this Agreement, the Originator The Seller agrees to sell transfer and the Purchaser agrees to accept the transfer, on or contribute without recoursebefore September 30, except 1998 (the "Closing Date"), certain fixed-rate and adjustable-rate conventional residential mortgage loans (the "Mortgage Loans"), having an aggregate principal balance as specifically provided hereinof the close of business on September 1, 1998 (the "Cut-off Date") of approximately $380,853,964 (the "Closing Balance"), after giving effect to PSC all Receivables originated by payments due on the Originator. On Mortgage Loans on or before the Effective Cut-off Date, whether or not received. The parties hereto intend that the Originator transactions set forth herein constitute a sale by the Seller to the Purchaser in an amount equal to the net sale proceeds of the Notes and PSC shall enter into as a separate Certificate contribution of Assignment substantially in the form balance of Exhibit A hereto (the "ASSIGNMENT"). (b) assets to the capital of the Purchaser by the Seller. The Originator shall, Seller hereby conveys on the Effective Closing Date of all the Seller's right, title and on interest in and to the Mortgage Loans and other property as and to the extent described above. In the event the transactions set forth herein be deemed a date occurring no less frequently than weekly thereafter, deliver to PSC a Request Notice identifying (i) the amount of outstanding Receivables originated and owned by the Originator through such date, (ii) at its option, a certain number pledge of such Receivables to be contributed to PSC (the "CONTRIBUTED RECEIVABLES"), and (iii) the amount of all other Receivables not previously identified as purchased and sold or contributed, to be purchased and sold (the "SOLD RECEIVABLES"), in each case in accordance with the procedures described in this Section 2.01(b). No later than the following Business Day (the "TRANSFER DATE")Mortgage Loans, the Originator shall transfer Seller hereby grants to the Receivables designated in such Request Notice which are to be purchased, sold and, if applicable, contributed. Each such identification shall be made Purchaser as of the opening of business Closing Date a security interest in all of the Originator on each Transfer Date. (c) The price paid for Seller's right, title and interest in, to and under the Mortgage Loans and such Sold Receivables shall be other property, to secure all of the Sale Price. Such Sale Price shall be paid by means of an immediate cash payment to the Originator. On each Transfer Date the Sold Receivables and Contributed Receivables shall be assignedSeller's obligations hereunder, and PSC this Agreement shall pay constitute a security agreement under applicable law and in such event, the Sale Price parties hereto acknowledge that the Indenture Trustee, in addition to holding the Mortgage Loans for such Sold Receivablesthe benefit of the Noteholders, holds the Mortgage Loans as designee of the Purchaser. The portion of the Sale Price payable in cash shall be payable in immediately available funds on the applicable Transfer Date Seller agrees to an account designated by the Originator (and approved by the Operating Agent) on or before such Transfer Date. (d) On and after each applicable Transfer Date hereunder, PSC shall own the Sold Receivables and the Contributed Receivables which have been (assuming compliance with the terms hereof) identified as being transferred to PSC under this Section 2.01 and the Originator shall not take any action inconsistent with such ownership, nor shall the Originator claim any ownership interest in any such Transferred Receivables. (e) Until the occurrence of an Event of Servicer Termination or a resignation of the Servicer pursuant to the Purchase Agreement, (i) the Originator, as Servicer, shall conduct the servicing, administration and collection of such Transferred Receivables and shall take, or cause to be taken, all taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the States of Delaware, New York and Oregon (which shall have been submitted for filing as may be necessary or advisable to service, administer and collect such Transferred Receivables, from time to time, all in accordance with (A) the terms of the Purchase Agreement, (B) customary and prudent servicing procedures for trade receivables of a similar type and (C) all applicable laws, rules and regulations, and (ii) documents relating to Transferred Receivables shall be held in trust by the OriginatorClosing Date, as Servicerapplicable), for any continuation statements with respect thereto and any amendments thereto required to reflect a change in the benefit name or corporate structure of PSC the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the interests of the Purchaser and its assignees as in each Mortgage Loan and the owners proceeds thereof, and possession of any incident relating to the Transferred Receivables and Contracts so retained is for the sole purpose of facilitating the servicing of the Transferred Receivables. Such retention and possession thereof is at the will of PSC and its assignees and in a custodial capacity for their benefit only.