Transfer of Subsequent Mortgage Loans. As of the related Cut-off Date, subject to and upon the terms and conditions set forth in Sections 2.01,2.02, 2.04, 3.01, 3.02 and 3.03 of the Transfer and Servicing Agreement and set forth in this Agreement, the Seller hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Depositor and the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust without recourse other than as expressly provided herein and in the Transfer and Servicing Agreement, all the right, title and interest of the Seller and the Depositor in and to the (i) Subsequent Mortgage Loans including the related Stated Principal Balance as of the subsequent Cut-off Date, all interest accruing thereon after the Subsequent Cut-off Date, and all collections in respect of principal received after the Subsequent Cut-off Date; (ii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or in lieu of foreclosure; (iii) interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; and (iv) all proceeds of any of the foregoing.
Transfer of Subsequent Mortgage Loans. The Purchaser retains the right to assign the Subsequent Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the consent of the Mortgage Loan Seller, and, upon such assignment, the Trustee shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Trustee with respect to a breach of representation or warranty of the Mortgage Loan Seller shall be the cure, purchase or substitution obligations of EMC contained in Sections 5 and 7 hereof.
Transfer of Subsequent Mortgage Loans. In connection with the transactions contemplated by Section 2.11 of the Pooling and Servicing Agreement, the Seller hereby agrees that the Purchaser shall be under no obligation to purchase any Subsequent Mortgage Loans unless (i) the conditions precedent and the representations and warranties contained in Section 2.11 of the Pooling and Servicing Agreement and the Subsequent Transfer Instrument, substantially in the form of Exhibit 5, are satisfied and (ii) each Subsequent Mortgage Loan satisfies the representations and warranties contained in Section 6 of this Agreement. The sale of Subsequent Mortgage Loans by the Seller to the Depositor shall be effected in accordance with the terms of Section 2.11 of the Pooling and Servicing Agreement pursuant to a Subsequent Mortgage Loan Purchase Agreement substantially in the form of this Agreement.
Transfer of Subsequent Mortgage Loans. As of the related Cut-off Date, subject to and upon the terms and conditions set forth in Articles II and III of the Pooling and Servicing Agreement and as set forth in this Agreement, each of NLC Finance II and First NLC hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Depositor without recourse other than as expressly provided herein and in the Pooling and Servicing Agreement, all the right, title and interest of NLC Finance II and First NLC, in and to the (i) Subsequent Mortgage Loans listed on Schedule A-1 with respect to NLC Finance II and on Schedule A-2 with respect to First NLC, including the related Scheduled Principal Balance as of the Subsequent Cut-off Date after giving effect to payments of principal due on or before the Subsequent Cut-off Date; (ii) all collections in respect of interest and principal received after the Subsequent Cut-off Date (other than principal and interest due on or before such Subsequent Cut-off Date); (iii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or in lieu of foreclosure; (iv) interest of NLC Finance II and First NLC in any insurance policies in respect of the Subsequent Mortgage Loans; (v) all cash instruments and other property held or required to be deposited in the Capitalized Interest Account as required by Section 7.12 of the Pooling and Servicing Agreement; and (v) all proceeds of any of the foregoing; and the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys all of the foregoing to the Trustee without recourse other than as expressly provided herein and in the Pooling and Servicing Agreement.
Transfer of Subsequent Mortgage Loans. As of the related Cut-off Date, subject to and upon the terms and conditions set forth in Sections 2.01, 2.04 and 2.13 of the Pooling and Servicing Agreement and set forth in this Agreement, the Seller hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust without recourse other than as expressly provided herein and in the Pooling and Servicing Agreement, all the right, title and interest of the Seller in and to the (i) Subsequent Mortgage Loans including the related Principal Balance as of the related Cut-off Date, all interest accruing thereon after the related Cut-off Date, and all collections in respect of principal received after the related Cut-Off Date; (ii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or in lieu of foreclosure; (iii) interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; and (iv) all proceeds of any of the foregoing.
Transfer of Subsequent Mortgage Loans. The Purchaser retains the right to assign the Subsequent Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the consent of the Seller, and, upon such assignment, the Trustee shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 11 and 17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Trustee with respect to a breach of representation or warranty of the Seller shall be the purchase or substitution obligations of the Seller contained in Sections 5 and 7 hereof.
Transfer of Subsequent Mortgage Loans. As set forth in Section 4(iii), the Purchaser intends to assign the Subsequent Mortgage Loans and certain of its rights and obligations under this Agreement to the Trustee pursuant to the Pooling and Servicing Agreement, and the Mortgage Loan Seller hereby consents to any such assignment. Upon any such assignment, the Trustee shall have the right to enforce directly against the Mortgage Loan Seller the rights of the Purchaser hereunder that have been assigned to the Trustee. Notwithstanding any such assignment, with respect to the Mortgage Loan Seller, the Purchaser shall remain entitled to the benefits set forth in Sections 11, 13 and 17.
Transfer of Subsequent Mortgage Loans. As of the related Cut-off Date, subject to and upon the terms and conditions set forth in Sections 2.01, 2.02, 2.04, 3.01, 3.02 and
Transfer of Subsequent Mortgage Loans. As of the related Cut-off Date, subject to and upon the terms and conditions set forth in Sections 2.01, 2.04 and 2.13 of the Pooling and Servicing Agreement and set forth in this Agreement and the Purchase Agreement, the Seller hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust without recourse other than as expressly provided herein and in the Pooling and Servicing Agreement, all the right, title and interest of the Seller in and to the (i) Subsequent Mortgage Loans including the related Principal Balance as of the related Cut-off Date, all interest accruing thereon after the related Cut-off Date, and all collections in respect of principal received after the related Cut-Off Date; (ii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or in lieu of foreclosure; (iii) interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; and (iv) all proceeds of any of the foregoing.
Transfer of Subsequent Mortgage Loans. The Purchaser retains the right to assign the Subsequent Mortgage Loans and any or all of its interest under this Agreement to the Issuer, with the understanding that the Issuer will then assign such rights to the Indenture Trustee pursuant to the Indenture, without the consent of the Mortgage Loan Seller, and, upon such assignment, the Indenture Trustee, as the ultimate assignee, shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Issuer or the Indenture Trustee with respect to a breach of representation or warranty of the Mortgage Loan Seller shall be the cure, purchase or substitution obligations of the Mortgage Loan Seller contained in Sections 5 and 7 hereof.
