Common use of Agreement to Purchase and Sell Loans Clause in Contracts

Agreement to Purchase and Sell Loans. (a) At the time of each Incremental Purchase pursuant to Section 2.01A hereof, Seller does hereby assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), all of Seller's right, title and interest in, to and under (i) each Loan purchased on the date of such Incremental Purchase and any and all moneys of whatsoever nature payable pursuant to each such Loan after the applicable Cut-Off Date, including payments on the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property"). The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor. (b) In connection with each transfer, sale and assignment of Loans, the Buyer hereby directs Seller to deliver to the Buyer as of the date of each Incremental Purchase the Loan Files with respect to the Loans transferred and sold on the date of each such Incremental Purchase, which shall include, but not be limited to, the following: (i) the original Notes, endorsed by Seller as follows: "Pay to the order of National Consumer Cooperative Bank, without recourse" and signed by a Responsible Officer of Seller, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to Seller, if Seller was not the originator, together with all originals or copies of Renewal Notes in Seller's possession; (ii) executed original counterparts of the Related Documents, together with executed originals of all modifications or amendments thereof; (iii) irrevocable power of attorney of Seller to the Buyer to execute, deliver, file, record or otherwise deal with the Collateral for the Loans in accordance with this Agreement. The power of attorney will be delegated by the Buyer to the Servicer and will permit the Buyer (or Servicer on its behalf) to prepare, execute and file of record UCC financing statements and other notices; (iv) documents evidencing or related to any insurance policies; (v) With respect to Loans secured by mortgages on real property, Buyer shall have received (A) either: (i) the original mortgage, with evidence of recording thereon, (ii) a copy of the mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording until such time as the original is returned by the public recording officer or duly licensed title or escrow officer or (iii) a copy of the mortgage certified by the public recording office in those instances where the original recorded mortgage has been lost; (B) either: (i) the original assignment of mortgage from Seller endorsed as follows: "National Consumer Cooperative Bank," with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the mortgaged property is located, the assignment of mortgage may be effected by one or more blanket assignments for Loans secured by mortgaged properties located in the same county), or (ii) a copy of such assignment of mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording (provided, however, that where the original assignment or mortgage is not being delivered to the Buyer, each such Responsible Officer may complete one or more blanket certificates attaching copies of one or more assignments of mortgage relating to the mortgages originated by Seller); and (C) either: (i) originals of all intervening assignments, if any, showing a complete chain of title from the originator to Seller, including warehousing assignments, with evidence of recording thereon if such assignments were recorded, (ii) copies of any assignments certified as true copies by a Responsible Officer of Seller where the originals have been submitted for recording until such time as the originals are returned by the public recording officer, or (iii) copies of any assignments certified by the public recording office in any instances where the original recorded assignments have been lost; and (D) all available documentation relating to appraisals and environmental surveys; (vi) copies of all UCC-1 financing statements (or UCC-3 amendments to financing statements) identifying each Loan, related Collateral and Related Documents and naming the Buyer as secured party and Seller as debtor, to be filed in Oregon, Washington and California. (c) In addition, concurrently with or prior to each Incremental Purchase, Seller agrees to cause any UCC-1 financing statements, UCC-3 assignments or other instruments necessary to perfect the ownership or security interests granted and assigned by Seller to the Buyer in the Loans and other Property transferred and sold on the date of each such Incremental Purchase (other than UCC-1 financing statements naming the Obligors under the Loans as debtors) to be filed or recorded in all such appropriate places as are required to protect the Buyer's interest in such Loans and such other Property, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Buyer. Seller and Buyer agree that with respect to each Loan, Related Document and item of Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's first priority security interest therein, and, with respect to each item of Collateral which is not Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's security interest therein to the same level of priority enjoyed by the Seller at the time of the Incremental Purchase of the related Loan. (d) It is the intention of the parties to this Agreement that each conveyance of Seller's right, title and interest in and to the Property pursuant to this Agreement shall constitute a purchase and sale and not a loan. If, notwithstanding the foregoing, the conveyance of the Property to the Buyer hereunder is characterized by any third party as a pledge, the parties intend that Seller shall be deemed hereunder to have granted to the Buyer a first priority perfected security interest in all of Seller's right, title and interest in, to and under the Loans, the Notes, the related Collateral and Related Documents, and all monies due or to become due with respect thereto after the applicable Cut-Off Date, and that this Agreement shall constitute a security agreement under applicable law. (e) If the Buyer determines that any documents or documents constituting a part of a Loan File are missing or defective (that is, mutilated, damaged, defaced, incomplete, improperly dated, clearly forged or otherwise physically altered) with respect to any Loan in any respect which materially and adversely affects the interests of the Buyer, then the Buyer shall promptly notify Seller, whereupon Seller shall have a period of 30 days, within which to correct or cure any such defect. If any such material defect has not been corrected or cured in all material respects as described below, notwithstanding any other provision of this Agreement, Seller will repurchase the related Loan from the Buyer at a price equal to the sum (without duplication) of (i) the difference between (A) the Purchase Price then paid for such Loan and (B) the aggregate of the principal portion of the Monthly Payments then received and retained by Buyer (after taking into account any payment of principal made by the related Obligor on such day), (ii) an amount equal to the interest accrued at the applicable Loan Interest Rate on such Repurchased Loan through the last day of the Due Period during which such repurchase occurs, to the extent such amount was not previously received during such Due Period from the Obligor as a Monthly Payment (the "Repurchase Amount"). The Repurchase Amount shall be paid by Seller to the Buyer in immediately available funds by the last day of the Due Period during which such repurchase obligation arises and, upon receipt by the Buyer of such deposit, the Buyer shall release or cause to be released to Seller the related Loan Files and shall execute and deliver or cause to be executed and delivered such instruments of transfer or assignment of such Loan, the security interest in the related Property, in each case without recourse, representation or warranty, as Seller shall reasonably request (as shall be prepared by and at the expense of Seller). It is understood and agreed that the obligation of Seller to repurchase any Loan as to which a material defect in a constituent document exists and to make the related payments as described in this Section 2.01(e) shall, together with the indemnification rights contained in Section 10.02 and the right of Buyer to be reimbursed for reasonable fees and expenses incurred in effecting this repurchase, constitute the sole remedies against Seller with respect to such defective Loan available to the Buyer.

Agreement to Purchase and Sell Loans. (a) Seller and Buyer acknowledge that prior to the Effectiveness Date, under the terms of the Original Holdback Agreement, Seller did assign, sell, set-over, transfer and otherwise convey, and Buyer did purchase Loans and that such Loans and related property identified on the Loan Schedule are owned by Buyer as of the Effectiveness Date. At the time of each Incremental Purchase pursuant to Section 2.01A hereof, Seller does hereby assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), all of Seller's right, title and interest in, to and under (i) each Loan purchased on the date of such Incremental incremental Purchase and any and all moneys monies of whatsoever nature payable pursuant to each such Loan after the applicable Cut-Off Date, including payments on the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property"). The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor. (b) In connection with each transfer, sale and assignment of Loans, the Buyer hereby directs Seller to deliver to the Buyer as of the date of each Incremental Purchase the Loan Files with respect to the Loans transferred and sold on the date of each such Incremental Purchase, which shall include, but not be limited to, the following: (i) the original Notes, endorsed by Seller as follows: "Pay to the order of National Consumer Cooperative Bank, without recourse" and signed by a Responsible Officer of Seller, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to Seller, if Seller was not the originator, together with all originals or copies of Renewal Notes in Seller's possession; (ii) executed original counterparts of the Related Documents, together with executed originals of all modifications or amendments thereof; (iii) irrevocable power of attorney of Seller to the Buyer to execute, deliver, file, record or otherwise deal with the Collateral for the Loans in accordance with this Agreement. The power of attorney will be delegated by the Buyer to the Servicer and will permit the Buyer (or Servicer on its behalf) to prepare, execute and file of record UCC financing statements and other notices; (iv) documents evidencing or related to any insurance policies; (v) With respect to Loans secured by mortgages on real property, Buyer shall have received (A) either: (i) the original mortgage, with evidence of recording thereon, (ii) a copy of the mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording until such time as the original is returned by the public recording officer or duly licensed title or escrow officer or (iii) a copy of the mortgage certified by the public recording office in those instances where the original recorded mortgage has been lost; (B) either: (i) the original assignment of mortgage from Seller endorsed as follows: "National Consumer Cooperative Bank," with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the mortgaged property is located, the assignment of mortgage may be effected by one or more blanket assignments for Loans secured by mortgaged properties located in the same county), or (ii) a copy of such assignment of mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording (provided, however, that where the original assignment or mortgage is not being delivered to the Buyer, each such Responsible Officer may complete one or more blanket certificates attaching copies of one or more assignments of mortgage relating to the mortgages originated by Seller); and (C) either: (i) originals of all intervening assignments, if any, showing a complete chain of title from the originator to Seller, including warehousing assignments, with evidence of recording thereon if such assignments were recorded, (ii) copies of any assignments certified as true copies by a Responsible Officer of Seller where the originals have been submitted for recording until such time as the originals are returned by the public recording officer, or (iii) copies of any assignments certified by the public recording office in any instances where the original recorded assignments have been lost; and (D) all available documentation relating to appraisals and environmental surveys; (vi) copies of all UCC-1 financing statements (or UCC-3 amendments to financing statements) identifying each Loan, related Collateral and Related Documents and naming the Buyer as secured party and Seller as debtor, to be filed in Oregon, Washington and California. (c) In addition, concurrently with or prior to each Incremental Purchase, Seller agrees to cause any UCC-1 financing statements, UCC-3 assignments or other instruments necessary to perfect the ownership or security interests granted and assigned by Seller to the Buyer in the Loans and other Property transferred and sold on the date of each such Incremental Purchase (other than UCC-1 financing statements naming the Obligors under the Loans as debtors) to be filed or recorded in all such appropriate places as are required to protect the Buyer's interest in such Loans and such other Property, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Buyer. Seller and Buyer agree that with respect to each Loan, Related Document and item of Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's first priority security interest therein, and, with respect to each item of Collateral which is not Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's security interest therein to the same level of priority enjoyed by the Seller at the time of the Incremental Purchase of the related Loan. (d) It is the intention of the parties to this Agreement that each conveyance of Seller's right, title and interest in and to the Property pursuant to this Agreement shall constitute a purchase and sale and not a loan. If, notwithstanding the foregoing, the conveyance of the Property to the Buyer hereunder is characterized by any third party as a pledge, the parties intend that Seller shall be deemed hereunder to have granted to the Buyer a first priority perfected security interest in all of Seller's right, title and interest in, to and under the Loans, the Notes, the related Collateral and Related Documents, and all monies due or to become due with respect thereto after the applicable Cut-Off Date, and that this Agreement shall constitute a security agreement under applicable law. (e) If the Buyer determines that any documents or documents constituting a part of a Loan File are missing or defective (that is, mutilated, damaged, defaced, incomplete, improperly dated, clearly forged or otherwise physically altered) with respect to any Loan in any respect which materially and adversely affects the interests of the Buyer, then the Buyer shall promptly notify Seller, whereupon Seller shall have a period of 30 days, within which to correct or cure any such defect. If any such material defect has not been corrected or cured in all material respects as described below, notwithstanding any other provision of this Agreement, Seller will repurchase the related Loan from the Buyer at a price equal to the sum (without duplication) of (i) the difference between (A) the Purchase Price then paid for such Loan and (B) the aggregate of the principal portion of the Monthly Payments then received and retained by Buyer (after taking into account any payment of principal made by the related Obligor on such day), (ii) an amount equal to the interest accrued at the applicable Loan Interest Rate on such Repurchased Loan through the last day of the Due Period during which such repurchase occurs, to the extent such amount was not previously received during such Due Period from the Obligor as a Monthly Payment (the "Repurchase Amount"). The Repurchase Amount shall be paid by Seller to the Buyer in immediately available funds by the last day of the Due Period during which such repurchase obligation arises and, upon receipt by the Buyer of such deposit, the Buyer shall release or cause to be released to Seller the related Loan Files and shall execute and deliver or cause to be executed and delivered such instruments of transfer or assignment of such Loan, the security interest in the related Property, in each case without recourse, representation or warranty, as Seller shall reasonably request (as shall be prepared by and at the expense of Seller). It is understood and agreed that the obligation of Seller to repurchase any Loan as to which a material defect in a constituent document exists and to make the related payments as described in this Section 2.01(e) shall, together with the indemnification rights contained in Section 10.02 and the right of Buyer to be reimbursed for reasonable fees and expenses incurred in effecting this repurchase, constitute the sole remedies against Seller with respect to such defective Loan available to the Buyer.

Agreement to Purchase and Sell Loans. (a) At the time of On each Incremental Purchase pursuant to Section 2.01A hereofDate, Seller does hereby irrevocably assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's ’s covenants, representations, warranties and indemnities specifically provided herein), the following (collectively the “Property”): all of Seller's ’s right, title and interest (whether now existing or hereafter acquired) in, to and under (i) each Loan purchased on the such date of such Incremental Purchase and any and all moneys of whatsoever nature payable pursuant to each such Loan on and after the applicable Cut-Off Datesuch date, including all payments on thereon and in respect of the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, in each case, whether or not paid or received (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property")Proceeds. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor. (b) In connection with each transfer, sale and assignment of LoansLoans hereunder, the Buyer Seller hereby directs Seller agrees to deliver to the Buyer as of or its agent on or before the date of each applicable Incremental Purchase the Loan Files Date, all loan files, documents and instruments with respect to the Loans each Loan transferred and sold on the date of each such Incremental PurchasePurchase Date, which Loan Files shall include, but not be limited to, the following:following (collectively, the “Loan Files”): (i) the original NotesNote related to such Loan, endorsed by Seller as follows: "“Pay to the order of National Consumer Cooperative Bank, without recourse" ” and signed by a Responsible Officer of Seller, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to Seller, if Seller was not the originator, together with all originals or copies of Renewal Notes in Seller's possession; (ii) the executed original counterparts of the Related Documents, together with executed originals of all modifications or amendments thereof; (iii) an irrevocable power of attorney of Seller to the Buyer to execute, deliver, file, record or otherwise deal with the Collateral for the Loans such Loan in accordance with this Agreement. The Certain rights under the power of attorney will be delegated by the Buyer to the Servicer and will to permit the Buyer (or Servicer Servicer, on its Buyer’s behalf) , to prepare, execute and file of record UCC financing statements and other notices; (iv) all documents evidencing or related to any insurance policies;; and (v) With with respect to Loans secured by mortgages on real property, Buyer shall have received (A) either: (i) the original mortgage, with evidence of recording thereon, (ii) a copy of the mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording until such time as the original is returned by the public recording officer or duly licensed title or escrow officer or (iii) a copy of the mortgage certified by the public recording office in those instances where the original recorded mortgage has been lost; and (B) either: (i) the original assignment of mortgage from Seller endorsed as follows: "National Consumer Cooperative Bank," with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the mortgaged property is located, the assignment of mortgage may be effected by one or more blanket assignments for Loans secured by mortgaged properties located in the same county), or (ii) a copy of such assignment of mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording (provided, however, that where the original assignment or mortgage is not being delivered to the Buyer, each such Responsible Officer may complete one or more blanket certificates attaching copies of one or more assignments of mortgage relating to the mortgages originated by Seller); and (C) either: (i) originals of all intervening assignments, if any, showing a complete chain of title from the originator to Seller, including warehousing assignments, with evidence of recording thereon if such assignments were recorded, (ii) copies of any assignments certified as true copies by a Responsible Officer of Seller where the originals have been submitted for recording until such time as the originals are returned by the public recording officer, or (iii) copies of any assignments certified by the public recording office in any instances where the original recorded assignments have been lost; and (DC) all any available Minimum Documentation and any other documentation relating to appraisals and environmental surveys; (vi) copies in Seller’s possession in respect of all UCC-1 financing statements (or UCC-3 amendments to financing statements) identifying each Loan, related Collateral and Related Documents and naming the Buyer as secured party and Seller as debtor, to be filed in Oregon, Washington and Californiasuch real property. (c) In addition, concurrently with or prior to each Incremental Purchase, Seller agrees to cause any UCC-1 financing statements, UCC-3 assignments or other instruments necessary to perfect the ownership or security interests granted and assigned by Seller to the Buyer in the Loans and other Property transferred and sold on the date of each such Incremental Purchase (other than UCC-1 financing statements naming the Obligors under the Loans as debtors) to be filed or recorded in all such appropriate places as are required to protect the Buyer's interest in such Loans and such other Property, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Buyer. Seller and Buyer agree that with respect to each Loan, Related Document and item of Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's first priority security interest therein, and, with respect to each item of Collateral which is not Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's security interest therein to the same level of priority enjoyed by the Seller at the time of the Incremental Purchase of the related Loan. (d) It is the intention of the parties to this Agreement that each conveyance of Seller's ’s right, title and interest in and to the Property pursuant to this Agreement shall constitute a purchase and sale and not a loan. If, notwithstanding the foregoing, the conveyance of the Property to the Buyer hereunder is characterized by any third party as a pledge, the parties intend that Seller shall be deemed hereunder to have granted to the Buyer a first priority perfected security interest in all of Seller's ’s right, title and interest in, to and under the Loans, the Notes, the related Collateral and Related Documents, and all monies due or to become due with respect thereto after the applicable Cut-Off Incremental Purchase Date, and that this Agreement shall constitute a security agreement under applicable law. The Seller shall take all steps necessary and desirable, or as otherwise may be requested by Buyer, to reflect the Buyer’s security interest in and to and lien on the Loans and Property. (ed) If the Buyer determines that any documents or documents constituting a part of a Loan File are missing (other than the original Note or original security agreement) or defective (that is, mutilated, damaged, defaced, incomplete, improperly dated, clearly forged or otherwise physically altered) with respect to any Loan in any respect which materially and adversely affects the interests of the Buyer, then the Buyer shall promptly within 10 Business Days notify Seller, whereupon Seller shall have a period of 30 days, days within which to correct or cure any such defect. If any such material defect (other than a defect, with respect to a Non-Conforming Loan, which has been disclosed to Buyer in accordance with Section 2.01 hereof) has not been corrected or cured in all material respects as described belowrespects, notwithstanding any other provision of this Agreement, Seller will shall repurchase the related Loan from the Buyer at a price equal to the sum (without duplication) of (i) the difference between (A) the Purchase Price then paid for Principal Balance of such Loan and (B) the aggregate as of the principal portion first day of the Monthly Payments then received Due Period during which such repurchase occurs and retained by Buyer (after taking into account any payment of principal made by the related Obligor on such day), (ii) an amount equal to the interest accrued at the applicable Loan Interest Rate on such Repurchased Loan through to, but not including, the last day of the Due Period during on which such repurchase occurs, to the extent such amount was not previously received during such Due Period from the Obligor as a Monthly Payment occurs (the "“Repurchase Amount"”). The Repurchase Amount shall be paid by Seller to the Buyer in immediately available funds by the last day within 10 days of the Due Period during day after which such repurchase obligation arises and, upon receipt by the Buyer of such depositamount, the Buyer shall release or cause to be released to the Seller the related Loan Files and shall execute and deliver or cause to be executed and delivered such instruments of transfer or assignment of such Loan, the security interest in the related Property, in each case without recourse, representation or warranty, as Seller shall reasonably request (as shall be prepared by and at the expense of Seller). It is understood and agreed that the obligation of Seller to repurchase any Loan as to which a material defect in a constituent document exists and to make the related payments as described in this Section 2.01(e) shall2.02(d), together with the indemnification rights contained in Section 10.02 and the right of Buyer to be reimbursed for reasonable fees and expenses incurred in effecting this repurchase, shall, constitute the sole remedies against Seller available to the Buyer with respect to each such defective Loan available to the BuyerLoan.

Agreement to Purchase and Sell Loans. (a) Seller and buyer acknowledge that prior to the Effectiveness Date, under the terms of the Original Agreement, Seller did assign, sell, set-over, transfer and otherwise convey, and Buyer did purchase Loans and that such Loans and related property identified on the Loan Schedule are owned by Buyer as of the Effectiveness Date. At the time of each Incremental Purchase pursuant to Section 2.01A hereof, Seller does hereby assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), all of Seller's right, title and interest in, to and under (i) each Loan purchased on the date of such Incremental Purchase and any and all moneys monies of whatsoever nature (payable upon the occurrence of any event) payable pursuant to each such Loan after the applicable Cut-Off Date, including payments on the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property"). The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor. (b) In connection with each transfer, sale and assignment of Loans, the Buyer hereby directs Seller to deliver to the Buyer as of the date of each Incremental Purchase the Loan Files with respect to the Loans transferred and sold on the date of each such Incremental Purchase, which shall include, but not be limited to, the following: (i) the original Notes, endorsed by Seller as follows: "Pay to the order of National Consumer Cooperative Bank, without recourse" and signed by a Responsible Officer of Seller, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to Seller, if Seller was not the originator, together with all originals or copies of Renewal Notes in Seller's possession; (ii) executed original counterparts of the Related Documents, together with executed originals of all modifications or amendments thereof; (iii) irrevocable power of attorney of Seller to the Buyer to execute, deliver, file, record or otherwise deal with the Collateral for the Loans in accordance with this Agreement. The power of attorney will be delegated by the Buyer to the Servicer and will permit the Buyer (or Servicer on its behalf) to prepare, execute and file of record UCC financing statements and other notices; (iv) documents evidencing or related to any insurance policies; (v) With respect to Loans secured by mortgages on real property, Buyer shall have received (A) either: (i) the original mortgage, with evidence of recording thereon, (ii) a copy of the mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording until such time as the original is returned by the public recording officer or duly licensed title or escrow officer or (iii) a copy of the mortgage certified by the public recording office in those instances where the original recorded mortgage has been lost; (B) either: (i) the original assignment of mortgage from Seller endorsed as follows: "National Consumer Cooperative Bank," with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the mortgaged property is located, the assignment of mortgage may be effected by one or more blanket assignments for Loans secured by mortgaged properties located in the same county), or (ii) a copy of such assignment of mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording (provided, however, that where the original assignment or mortgage is not being delivered to the Buyer, each such Responsible Officer may complete one or more blanket certificates attaching copies of one or more assignments of mortgage relating to the mortgages originated by Seller); and (C) either: (i) originals of all intervening assignments, if any, showing a complete chain of title from the originator to Seller, including warehousing assignments, with evidence of recording thereon if such assignments were recorded, (ii) copies of any assignments certified as true copies by a Responsible Officer of Seller where the originals have been submitted for recording until such time as the originals are returned by the public recording officer, or (iii) copies of any assignments certified by the public recording office in any instances where the original recorded assignments have been lost; and (D) all available documentation relating to appraisals and environmental surveys; (vi) copies of all UCC-1 financing statements (or UCC-3 amendments to financing statements) identifying each Loan, related Collateral and Related Documents and naming the Buyer as secured party and Seller as debtor, to be filed in Oregon, Washington and California. (c) In addition, concurrently with or prior to each Incremental Purchase, Seller agrees to cause any UCC-1 financing statements, UCC-3 assignments or other instruments necessary to perfect the ownership or security interests granted and assigned by Seller to the Buyer in the Loans and other Property transferred and sold on the date of each such Incremental Purchase (other than UCC-1 financing statements naming the Obligors under the Loans as debtors) to be filed or recorded in all such appropriate places as are required to protect the Buyer's interest in such Loans and such other Property, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Buyer. Seller and Buyer agree that with respect to each Loan, Related Document and item of Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's first priority security interest therein, and, with respect to each item of Collateral which is not Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's security interest therein to the same level of priority enjoyed by the Seller at the time of the Incremental Purchase of the related Loan. (d) It is the intention of the parties to this Agreement that each conveyance of Seller's right, title and interest in and to the Property pursuant to this Agreement shall constitute a purchase and sale and not a loan. If, notwithstanding the foregoing, the conveyance of the Property to the Buyer hereunder is characterized by any third party as a pledge, the parties intend that Seller shall be deemed hereunder to have granted to the Buyer a first priority perfected security interest in all of Seller's right, title and interest in, to and under the Loans, the Notes, the related Collateral and Related Documents, and all monies due or to become due with respect thereto after the applicable Cut-Off Date, and that this Agreement shall constitute a security agreement under applicable law. (e) If the Buyer determines that any documents or documents constituting a part of a Loan File are missing or defective (that is, mutilated, damaged, defaced, incomplete, improperly dated, clearly forged or otherwise physically altered) with respect to any Loan in any respect which materially and adversely affects the interests of the Buyer, then the Buyer shall promptly notify Seller, whereupon Seller shall have a period of 30 days, within which to correct or cure any such defect. If any such material defect has not been corrected or cured in all material respects as described below, notwithstanding any other provision of this Agreement, Seller will repurchase the related Loan from the Buyer at a price equal to the sum (without duplication) of (i) the difference between (A) the Purchase Price then paid for such Loan and (B) the aggregate of the principal portion of the Monthly Payments then received and retained by Buyer (after taking into account any payment of principal made by the related Obligor on such day), (ii) an amount equal to the interest accrued at the applicable Loan Interest Rate on such Repurchased Loan through the last day of the Due Period during which such repurchase occurs, to the extent such amount was not previously received during such Due Period from the Obligor as a Monthly Payment (the "Repurchase Amount"). The Repurchase Amount shall be paid by Seller to the Buyer in immediately available funds by the last day of the Due Period during which such repurchase obligation arises and, upon receipt by the Buyer of such deposit, the Buyer shall release or cause to be released to Seller the related Loan Files and shall execute and deliver or cause to be executed and delivered such instruments of transfer or assignment of such Loan, the security interest in the related Property, in each case without recourse, representation or warranty, as Seller shall reasonably request (as shall be prepared by and at the expense of Seller). It is understood and agreed that the obligation of Seller to repurchase any Loan as to which a material defect in a constituent document exists and to make the related payments as described in this Section 2.01(e) shall, together with the indemnification rights contained in Section 10.02 and the right of Buyer to be reimbursed for reasonable fees and expenses incurred in effecting this repurchase, constitute the sole remedies against Seller with respect to such defective Loan available to the Buyer.

Agreement to Purchase and Sell Loans. (a) At the time of On each Incremental Purchase pursuant to Section 2.01A hereofDate, Seller does hereby irrevocably assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), the following (collectively the "Property"): all of Seller's right, title and interest (whether now existing or hereafter acquired) in, to and under (i) each Loan purchased on the such date of such Incremental Purchase and any and all moneys of whatsoever nature payable pursuant to each such Loan on and after the applicable Cut-Off Datesuch date, including all payments on thereon and in respect of the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, in each case, whether or not paid or received (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property")Proceeds. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor. (b) In connection with each transfer, sale and assignment of LoansLoans hereunder, the Buyer Seller hereby directs Seller agrees to deliver to the Buyer as of or its agent on or before the date of each applicable Incremental Purchase the Loan Files Date, all loan files, documents and instruments with respect to the Loans each Loan transferred and sold on the date of each such Incremental PurchasePurchase Date, which Loan Files shall include, but not be limited to, the following:following (collectively, the "Loan Files") (i) the original NotesNote related to such Loan, endorsed by Seller as follows: "Pay to the order of National Consumer Cooperative Bank, without recourse" and signed by a Responsible Officer of Seller, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to Seller, if Seller was not the originator, together with all originals or copies of Renewal Notes in Seller's possession; (ii) the executed original counterparts of the Related Documents, together with executed originals of all modifications or amendments thereof; (iii) an irrevocable power of attorney of Seller to the Buyer to execute, deliver, file, record or otherwise deal with the Collateral for the Loans such Loan in accordance with this Agreement. The Certain rights under the power of attorney will be delegated by the Buyer to the Servicer and will to permit the Buyer (or Servicer Servicer, on its Buyer's behalf) , to prepare, execute and file of record UCC financing statements and other notices; (iv) all documents evidencing or related to any insurance policies;; and (v) With with respect to Loans secured by mortgages on real property, Buyer shall have received (A) either: (i) the original mortgage, with evidence of recording thereon, (ii) a copy of the mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording until such time as the original is returned by the public recording officer or duly licensed title or escrow officer or (iii) a copy of the mortgage certified by the public recording office in those instances where the original recorded mortgage has been lost; and (B) either: (i) the original assignment of mortgage from Seller endorsed as follows: "National Consumer Cooperative Bank," with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the mortgaged property is located, the assignment of mortgage may be effected by one or more blanket assignments for Loans secured by mortgaged properties located in the same county), or (ii) a copy of such assignment of mortgage certified as a true copy by a Responsible Officer of Seller where the original has been transmitted for recording (provided, however, that where the original assignment or mortgage is not being delivered to the Buyer, each such Responsible Officer may complete one or more blanket certificates attaching copies of one or more assignments of mortgage relating to the mortgages originated by Seller); and (C) either: (i) originals of all intervening assignments, if any, showing a complete chain of title from the originator to Seller, including warehousing assignments, with evidence of recording thereon if such assignments were recorded, (ii) copies of any assignments certified as true copies by a Responsible Officer of Seller where the originals have been submitted for recording until such time as the originals are returned by the public recording officer, or (iii) copies of any assignments certified by the public recording office in any instances where the original recorded assignments have been lost; and (DC) all any available Minimum Documentation and any other documentation relating to appraisals and environmental surveys; (vi) copies in Seller's possession in respect of all UCC-1 financing statements (or UCC-3 amendments to financing statements) identifying each Loan, related Collateral and Related Documents and naming the Buyer as secured party and Seller as debtor, to be filed in Oregon, Washington and Californiasuch real property. (c) In addition, concurrently with or prior to each Incremental Purchase, Seller agrees to cause any UCC-1 financing statements, UCC-3 assignments or other instruments necessary to perfect the ownership or security interests granted and assigned by Seller to the Buyer in the Loans and other Property transferred and sold on the date of each such Incremental Purchase (other than UCC-1 financing statements naming the Obligors under the Loans as debtors) to be filed or recorded in all such appropriate places as are required to protect the Buyer's interest in such Loans and such other Property, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Buyer. Seller and Buyer agree that with respect to each Loan, Related Document and item of Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's first priority security interest therein, and, with respect to each item of Collateral which is not Primary Collateral, Seller will make all filings and take all such other actions necessary to perfect Buyer's security interest therein to the same level of priority enjoyed by the Seller at the time of the Incremental Purchase of the related Loan. (d) It is the intention of the parties to this Agreement that each conveyance of Seller's right, title and interest in and to the Property pursuant to this Agreement shall constitute a purchase and sale and not a loan. If, notwithstanding the foregoing, the conveyance of the Property to the Buyer hereunder is characterized by any third party as a pledge, the parties intend that Seller shall be deemed hereunder to have granted to the Buyer a first priority perfected security interest in all of Seller's right, title and interest in, to and under the Loans, the Notes, the related Collateral and Related Documents, and all monies due or to become due with respect thereto after the applicable Cut-Off Incremental Purchase Date, and that this Agreement shall constitute a security agreement under applicable law. The Seller shall take all steps necessary and desirable, or as otherwise may be requested by Buyer, to reflect the Buyer's security interest in and to and lien on the Loans and Property. (ed) If the Buyer determines that any documents or documents constituting a part of a Loan File are missing (other than the Original Note or original security agreement) or defective (that is, mutilated, damaged, defaced, incomplete, improperly dated, clearly forged or otherwise physically altered) with respect to any Loan in any respect which materially and adversely affects the interests of the Buyer, then the Buyer shall promptly within 10 Business Days notify Seller, whereupon Seller shall have a period of 30 days, days within which to correct or cure any such defect. If any such material defect (other than a defect, with respect to a Non-Conforming Loan, which has been disclosed to Buyer in accordance with Section 2.01 hereof) has not been corrected or cured in all material respects as described belowrespects, notwithstanding any other provision of this Agreement, Seller will shall repurchase the related Loan from the Buyer at a price equal to the sum (without duplication) of (i) the difference between (A) the Purchase Price then paid for Principal Balance of such Loan and (B) the aggregate as of the principal portion first day of the Monthly Payments then received Due Period during which such repurchase occurs and retained by Buyer (after taking into account any payment of principal made by the related Obligor on such day), (ii) an amount equal to the interest accrued at the applicable Loan Interest Rate on such Repurchased Loan through to, but not including, the last day of the Due Period during on which such repurchase occurs, to the extent such amount was not previously received during such Due Period from the Obligor as a Monthly Payment occurs (the "Repurchase Amount"). The Repurchase Amount shall be paid by Seller to the Buyer in immediately available funds by the last day within ten (10) days of the Due Period during day after which such repurchase obligation arises and, upon receipt by the Buyer of such depositamount, the Buyer shall release or cause to be released to the Seller the related Loan Files and shall execute and deliver or cause to be executed and delivered such instruments of transfer or assignment of such Loan, the security interest in the related Property, in each case without recourse, representation or warranty, as Seller shall reasonably request (as shall be prepared by and at the expense of Seller). It is understood and agreed that the obligation of Seller to repurchase any Loan as to which a material defect in a constituent document exists and to make the related payments as described in this Section 2.01(e) shall2.02(d), together with the indemnification rights contained in Section 10.02 and the right of Buyer to be reimbursed for reasonable fees and expenses incurred in effecting this repurchase, shall, constitute the sole remedies against Seller available to the Buyer with respect to each such defective Loan available to the BuyerLoan.