Acquisition; Capital Contribution Sample Clauses

Acquisition; Capital Contribution. (a) On the Effective Date and on any Note Purchase Date thereafter until and including the Termination Date, the Seller will sell and does hereby sell, and the Purchaser will purchase and does hereby purchase, the Eligible Mortgage Loans owned by the Seller, whether now existing or hereafter arising, without recourse (except as provided in Sections 3.02 and 4.01(a) hereof). After each such sale, ownership in the Eligible Mortgage Loans will be vested in the Purchaser. In connection with such sale, to the extent that the fair market value of the Eligible Mortgage Loans sold hereby by the Seller exceeds the cash consideration received by the Seller in connection therewith, then the Seller will be deemed to have made a capital contribution to the Purchaser in the amount of such excess. (b) In connection with such sale and contribution, the Seller agrees to record and file, at its expense, financing statements (and thereafter will file continuation statements with respect to such financing statements) with respect to the Mortgage Loans contributed and to be transferred by it to the Purchaser pursuant to this Loan Purchase Agreement, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of, the transfer, conveyance and contribution of the Mortgage Loans from the Seller to the Purchaser and the pledge of the Collateral from the Purchaser to the Agent, pursuant to the Note Purchase Agreement, (which financing statements must be submitted for recording on or prior to the initial Note Purchase Date); provided, however, that the Mortgage Files (including each original executed Mortgage) will not be physically delivered to the Agent but instead will be held by the Custodian. (c) If in any enforcement suit or legal proceeding it is held that either Servicer may not enforce a Mortgage on the ground that it is not a real party in interest or holder entitled to enforce the Mortgage, the Purchaser shall, at the expense of the Seller, take such steps as such Servicer deems necessary to enforce the Mortgage, including bringing suit in the Purchaser’s name. (d) Pursuant to Section 2.01(a) hereof, the Seller from time to time may convey additional Eligible Mortgage Loans to the Purchaser by delivering a supplemented Mortgage Loan Schedule and, in the case of each Wet-Ink Mortgage Loan, a detailed list, to the Purchaser on the related Note Purchase Date containing for each Eligible M...