Common use of Sale of Revolving Credit Loans Clause in Contracts

Sale of Revolving Credit Loans. (a) The Designated Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Revolving Credit Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the 1996-RHS4 LLC, and the Designated Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) the interest of the Designated Seller in any insurance policies in respect of the Revolving Credit Loans; and (iii) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Designated Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Designated Seller of consideration therefor as provided herein under clause (b) of Section

Sale of Revolving Credit Loans. (a) The Designated Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Revolving Credit Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the 1996-RHS4 LLCIssuer, and the Designated Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Revolving Credit Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Designated Seller in any insurance policies in respect of the Revolving Credit Loans; and (iiiiv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Designated Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Cutoff Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Designated Seller of consideration therefor as provided herein under clause (b) of SectionSection 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Revolving Credit Loans to indicate in its books and records that the Revolving Credit Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Revolving Credit Loans specifying for each Revolving Credit Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Revolving Credit Loan [TPW: NY01:631055.6] 16069-00438 02/04/98 11:01AM Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Revolving Credit Loan: (i) the original Mortgage Note endorsed without recourse in blank or, with respect to any Revolving Credit Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the public recording office in which such original Mortgage has been recorded, or a copy of such Mortgage certified by the recording office in the event the recording office keeps the original or if the original is lost; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage in recordable form, in blank, executed by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the public recording office in which such original intervening assignment has been recorded; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Revolving Credit Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Revolving Credit Loan, or the interests of the Indenture Trustee (as pledgee of the Revolving Credit Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Revolving Credit Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded [TPW: NY01:631055.6] 16069-00438 02/04/98 11:01AM assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Revolving Credit Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Revolving Credit Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Revolving Credit Loans. With respect to any missing Mortgage Notes referred to in Subsection 3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Revolving Credit Loan or substitute an Eligible Substitute Loan for the related Revolving Credit Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Revolving Credit Loans. Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. Notwithstanding the foregoing, as to any Revolving Credit Loan where the Seller is the assignee of record of the Mortgage, the assignment referred to in clause (iii) above shall not be required to be completed and submitted for recording, if an Opinion of Counsel is provided in form and substance satisfactory to the Credit Enhancer and to each Rating Agency, to the effect that such recordation of the assignment referred to in clause (iii) above (completed in the name of the Indenture Trustee) is not required (i) to effect the sale and conveyance of the Revolving Credit Loan by the Seller to the Depositor and by the Depositor to the Issuer, or the granting and perfecting of the security interest in the Revolving Credit Loan to the Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership, security interest or other adverse claim to the Revolving Credit Loan by any creditor of the Seller or the Depositor by any purported transferee of such Revolving Credit Loan in a purported transfer thereof by the Seller or the Depositor subsequent to such sale and conveyance. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. [TPW: NY01:631055.6] 16069-00438 02/04/98 11:01AM The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Revolving Credit Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Revolving Credit Loans and such other property, to secure all of the Seller'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 Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of 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 Purchaser's interests in each Revolving Credit Loan and the proceeds thereof.

Sale of Revolving Credit Loans. (a) The Designated Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Revolving Credit Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the 1996-RHS4 LLCIssuer, and the Designated Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Revolving Credit Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Designated Seller in any insurance policies in respect of the Revolving Credit Loans; and (iiiiv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Designated Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Designated Seller of consideration therefor as provided herein under clause (b) of SectionSection 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Revolving Credit Loans to indicate in its books and records that the Revolving Credit Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser the Revolving Credit Loan Schedule. Such Revolving Credit Loan Schedule shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Revolving Credit Loan: (i) the original Mortgage Note endorsed without recourse to the Indenture Trustee and showing an unbroken chain of endorsement from the originator thereof to the Person endorsing it or, with respect to any Revolving Credit Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit together with a copy of such Note; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the public recording office in which such original Mortgage has been recorded, or a copy of such Mortgage certified by the recording office in the event the recording office keeps the original or if the original is lost; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage recorded to "The Chase Manhattan Bank as indenture trustee" c/o the Seller at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the public recording office in which such original intervening assignment has been recorded; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Revolving Credit Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the Master Servicer of any document or documents constituting a part of a Mortgage File which are missing or defective in respect of the items reviewed as described in Section 2.3(b) of the Custodial Agreement; provided, that if the defect or missing item with respect to a Revolving Credit Loan related to such Mortgage File is listed on Schedule A of Exhibit 1 of the Custodial Agreement, no notification shall be necessary. If such omission or defect materially and adversely affects the interests in the related Revolving Credit Loan of the Noteholders or the Credit Enhancer, the Master Servicer shall promptly notify the Seller (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording or if such assignment is not required to be recorded pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Revolving Credit Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Revolving Credit Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Revolving Credit Loans. With respect to any missing Mortgage Notes referred to in Subsection 3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Revolving Credit Loan or substitute an Eligible Substitute Loan for the related Revolving Credit Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Revolving Credit Loans. Within 60 days after the receipt by the Master Servicer of the recording information necessary to complete the recording of each of the assignments referred to in clause (iii) above, the Seller at its own expense shall complete, or cause to be completed, in the name of the Indenture Trustee, and shall submit each such assignment for recording in the appropriate public office for real property records each of the assignments referred to in clause

Sale of Revolving Credit Loans. (a) The Designated Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the Revolving Credit Loans (including without limitation the Cut-off Date Loan Balances and all Additional Balances; provided, however, that following the occurrence of an Amortization Event, any subsequent loan balance represented by each Draw and interest thereon will not be deemed transferred to the 1996-RHS4 LLCIssuer, and the Designated Seller (in such event) shall retain ownership of each loan balance represented by each such Draw made thereafter and interest thereon), all interest accruing thereon and all collections in respect thereof received on or after the Cut-off Date; (ii) property which secured a Revolving Credit Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Designated Seller in any insurance policies in respect of the Revolving Credit Loans; and (iiiiv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Designated Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-off Date, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Designated Seller of consideration therefor as provided herein under clause (b) of SectionSection 2.2. (b) In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date with respect to the Loan Balance of the Revolving Credit Loans to indicate in its books and records that the Revolving Credit Loans have been sold to the Purchaser pursuant to this Agreement and to deliver to the Purchaser true and complete lists of all of the Revolving Credit Loans specifying for each Revolving Credit Loan (i) its account number and (ii) its Cut-off Date Loan Balance. Such lists, which form part of the Revolving Credit Loan Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby incorporated into and made a part of this Agreement. (c) In connection with such conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the respective Custodian, on or before the Closing Date, the following documents or instruments with respect to each Revolving Credit Loan: [NY01B:316133.4] 16069-00394 03/26/97 9:01pm (i) the original Mortgage Note endorsed without recourse in blank or, with respect to any Revolving Credit Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the public recording office in which such original Mortgage has been recorded; (iii) assignments (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage in recordable form to "The Chase Manhattan Bank as trustee" c/o the Seller at an address specified by the Seller; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the public recording office in which such original intervening assignment has been recorded; and (v) a true and correct copy of each assumption, modification, consolidation or substitution agreement, if any, relating to the Revolving Credit Loan. Within the time period for the review of each Mortgage File set forth in Section 2.3 of the Custodial Agreement, if a material defect in any Mortgage File is discovered which may materially and adversely affect the value of the related Revolving Credit Loan, or the interests of the Indenture Trustee (as pledgee of the Revolving Credit Loans), the Noteholders, the Certificateholders or the Credit Enhancer in such Revolving Credit Loan, including the Seller's failure to deliver any document required to be delivered to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above if the Seller has submitted such assignment for recording pursuant to the terms of the following paragraph), the Seller shall cure such defect, repurchase the related Revolving Credit Loan at the Repurchase Price or substitute an Eligible Substitute Loan for the related Revolving Credit Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Revolving Credit Loans. With respect to any missing Mortgage Notes referred to in Subsection 3.1(b)(xxxiv), the Seller shall have 60 days from the Closing Date to deliver the documents referred to in this Subsection 2.1(c). If such documents have not been delivered within 60 days, the Seller shall repurchase the related Revolving Credit Loan or substitute an Eligible Substitute Loan for the related Revolving Credit Loan upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Revolving Credit Loans. [NY01B:316133.4] 16069-00394 03/26/97 9:01pm Within 60 days after the receipt by the Master Servicer of the recording information, the Seller at its own expense shall complete and submit for recording in the appropriate public office for real property records each of the assignments referred to in clause (iii) above. While such assignment to be recorded is being recorded, the Custodian shall retain a photocopy of such assignment. If any assignment is lost or returned unrecorded to the Custodian because of any defect therein, the Seller is required to prepare a substitute assignment or cure such defect, as the case may be, and the Seller shall cause such assignment to be recorded in accordance with this paragraph. In instances where an original Mortgage or any original intervening assignment of Mortgage was not, in accordance with clause (ii) or (iv) above, delivered by the Seller to the respective Custodian prior to or concurrently with the execution and delivery of this Agreement, the Seller will deliver or cause to be delivered the originals of such documents to such Custodian promptly upon receipt thereof. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property, conveyed to it pursuant to this Section 2.1. (d) The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Revolving Credit Loans and other property as and to the extent described above. In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Revolving Credit Loans and such other property, to secure all of the Seller'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 Minnesota (which shall have been submitted for filing as of the Closing Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of 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 Purchaser's interests in each Revolving Credit Loan and the proceeds thereof.