Common use of Consummation of Sale and Purchase of Portfolio Clause in Contracts

Consummation of Sale and Purchase of Portfolio. To consummate the sale and purchase of a Portfolio of Eligible Loans, on or before the Scheduled Sale Date, Seller shall deliver via facsimile to the Eligible Lender Trustee on behalf of Purchaser a Loan Transfer Addendum, the Seller’s Closing Certificate, a form of which is attached as Exhibit B, and such instruments of transfer, including a bxxx of sale, a form of which is attached as Exhibit D, and blanket endorsement, a form of which is attached as Exhibit C, as Purchaser shall reasonably deem necessary for conveyance of title of the Eligible Loans contained in the Portfolio free and clear of all liens, encumbrances and security interests. Seller hereby grants to Purchaser, and Purchaser shall have, a security interest in the contract rights of Seller to originate, fund and/or purchase such loans and in its interest in such loans pending the completion of the sale to Purchaser. Seller shall retain all ownership rights with respect to Eligible Loans in a Portfolio at all times prior to the effective sale of such Portfolio. Purchaser shall pay for any reasonable transfer fees as may be required to be paid to the Secretary or to the Servicer. (a) On the Scheduled Sale Date, Seller shall arrange for the Servicer of the Eligible Loans to notify the Eligible Lender Trustees via facsimile, by no later than 12:00 noon EST or EDT, as is applicable, that (i) the day is a Scheduled Sale Date and (ii) the dollar amount of the Eligible Loans which are going to be disbursed by the Servicer on the Scheduled Sale Date. Seller shall also arrange for the Servicer of the Eligible Loans to email to the Seller, the Issuer Administrator or its Subadministrator and the Purchaser’s Eligible Lender Trustee a detailed roster of the Eligible Loans that were so disbursed. (b) By 12:00 noon EST or EDT, as is applicable, on the Scheduled Sale Date, Seller shall deliver to the Purchaser’s Eligible Lender Trustee on behalf of Purchaser a Loan Transfer Addendum. (c) On the Scheduled Sale Date, after receipt of the aforesaid Loan Transfer Addendum and the documentation required to be provided by this Section, Purchaser shall arrange for a transfer into an Account or Accounts maintained at The Bank of New York, designated by Seller and satisfactory to the Purchaser, or wire transfer as directed by the Purchaser, the amount necessary for the purchase of the Eligible Loans. The purchase and sale of the Portfolio shall be effective simultaneously with the payment of the Purchase Price.

Consummation of Sale and Purchase of Portfolio. To consummate the sale and purchase of a Portfolio of Eligible Loans, on or before the applicable Scheduled Sale Date, Seller shall deliver via facsimile to the Eligible Lender Trustee on behalf of Purchaser ELT a Loan Transfer Addendum, the Seller’s Closing Certificate, a form of which is attached as Exhibit B, and such instruments of transfer, including a bxxx of sale, a form of which is attached as Exhibit D, and blanket endorsement, a form of which is attached as Exhibit C, as Purchaser shall reasonably deem necessary for conveyance of title of the Eligible Loans contained in the Portfolio free and clear of all liens, encumbrances and security interests. Seller hereby grants to Purchaser, and Purchaser shall have, a security interest in the contract rights of Seller to originate, fund and/or purchase such loans and in its interest in such loans pending the completion of the sale to Purchaser. Seller shall retain all ownership rights with respect to Eligible Loans in a Portfolio at all times prior to the effective sale of such Portfolio. Purchaser shall pay for any reasonable transfer fees as may be required to be paid to the Secretary or to the Servicer. (a) On the each Scheduled Sale Date, Seller shall arrange for the Servicer of the Eligible Loans to notify the Eligible Lender Trustees via facsimile, by no later than 12:00 noon EST or EDT, as is applicable, that (i) the such day is a Scheduled Sale Date and (ii) the dollar amount of the Eligible Loans which are going to be disbursed by the Servicer on the such Scheduled Sale Date. Seller shall also arrange for the Servicer of the Eligible Loans to email to the Seller, the Issuer Administrator or its Subadministrator and the Purchaser’s Eligible Lender Trustee Purchaser ELT a detailed roster of the Eligible Loans that were so disbursed. (b) By 12:00 noon EST or EDT, as is applicable, on the such Scheduled Sale Date, Seller shall deliver to the Purchaser’s Eligible Lender Trustee on behalf of Purchaser ELT a Loan Transfer Addendum. (c) On the such Scheduled Sale Date, after receipt of the aforesaid Loan Transfer Addendum and the documentation required to be provided by this Section, Purchaser shall arrange for a transfer into an Account or Accounts maintained at The Bank of New York, designated by Seller and satisfactory to the Purchaser, or wire transfer as directed by the Purchaser, the amount necessary for the purchase of the Eligible Loans. The purchase and sale of the Portfolio shall be effective simultaneously with the payment of the Purchase Price.

Consummation of Sale and Purchase of Portfolio. To consummate the sale and purchase of a Portfolio of Eligible Loans, on or before the applicable Scheduled Sale Date, Seller shall deliver via facsimile or other electronic communication to the Eligible Lender Trustee on behalf of Purchaser ELT a Loan Transfer Addendum, the Seller’s Closing Certificate, a form of which is attached as Exhibit B, and such instruments of transfer, including a bxxx of sale, a form of which is attached as Exhibit D, and blanket endorsement, a form of which is attached as Exhibit C, as Purchaser shall reasonably deem necessary for conveyance of title of the Eligible Loans contained in the Portfolio free and clear of all liens, encumbrances and security interests. Seller hereby grants to Purchaser, and Purchaser shall have, a security interest in the contract rights of Seller to originate, fund and/or purchase such loans and in its interest in such loans pending the completion of the sale to PurchaserDocument. Seller shall retain all ownership rights with respect to Eligible Loans in a Portfolio at all times prior to the effective sale of such Portfolio. Purchaser shall pay for any reasonable transfer fees as may be required to be paid to the Secretary or to the Servicer. (a) On the each Scheduled Sale Date, Seller shall arrange for the Servicer of the Eligible Loans to notify the Eligible Lender Trustees via facsimile, by no later than 12:00 noon EST or EDT, as is applicable, that (i) the such day is a Scheduled Sale Date and (ii) the dollar amount of the Eligible Loans which are going to be disbursed by the Servicer on the such Scheduled Sale Date. Seller shall also arrange for the Servicer of the Eligible Loans to email to the Seller, the Issuer Administrator or its Subadministrator and the Purchaser’s Eligible Lender Trustee Purchaser ELT a detailed roster of the Eligible Loans that were so disbursed. (b) By 12:00 noon 2:00 p.m. EST or EDT, as is applicable, on the such Scheduled Sale Date, Seller shall deliver to the Purchaser’s Eligible Lender Trustee on behalf of Purchaser ELT a Loan Transfer AddendumDocument. (c) On the such Scheduled Sale Date, after receipt of the aforesaid Loan Transfer Addendum Document and the documentation required to be provided by this Section, Purchaser shall arrange for a transfer into an Account or Accounts maintained at The Bank of New YorkJPMorgan Chase Bank, N.A., designated by Seller and satisfactory to the Purchaser, or wire transfer as directed by the Purchaser, the amount necessary for the purchase of the Eligible Loans. The purchase and sale of the Portfolio shall be effective simultaneously with the payment of the Purchase Price.