Common use of Payment of Purchase Price and Confirmation Clause in Contracts

Payment of Purchase Price and Confirmation. On the Purchase Date for any Loan, as indicated in the Purchaser Online Account, Seller hereby sells, transfers, assigns and otherwise conveys to Purchaser all of Seller’s right, title and interest in, to and under such Loan, and Purchaser hereby purchases and shall become, for all purposes, the owner of such Loan as of such Purchase Date, in each case upon identification of such Loan in the related Purchased Loan Confirmation; provided, however, that distribution of amounts received from the Borrower of such Loan shall be subject to retention by Servicer of any interest and fees that accrued on such Loan prior to the respective Purchase Date. The Parties acknowledge and agree that the Purchase Price for each Eligible Loan reflects an arms-length negotiation, resolution and transaction. If, subsequent to a Purchase Date, Seller discovers that any Purchased Loans were Non-Conforming Loans and Seller provides a notice of such non-conformance to Purchaser (a “Non-Conforming Loan Notice”), within five (5) Business Days of its delivery of a Non-Conforming Loan Notice, Seller can without any consent from Purchaser, but shall not be obligated to, repurchase the related Non-Conforming Loan by depositing an amount equal to the then-outstanding principal balance of such Non-Conforming Loan plus accrued and unpaid interest thereon into the related Purchaser Online Account, whereupon all right, title and interest of Purchaser in, to and under such Non-Conforming Loan shall revert to Seller.

Payment of Purchase Price and Confirmation. On the Purchase Date for any Loan, as indicated in the applicable Purchaser Online Account, Seller hereby sells, transfers, assigns and otherwise conveys to Purchaser all of Seller’s right, title and interest in, to and under such Loan, and Purchaser hereby purchases and shall become, for all purposes, the owner of such Loan as of such Purchase Date, in each case upon identification of such Loan in the related Purchased Loan Confirmation; provided, however, that distribution of amounts received from the Borrower of such Loan shall be subject to retention by Servicer of any interest and fees that accrued on such Loan prior to the respective Purchase Date. The Parties acknowledge and agree that the Purchase Price for each Eligible Loan reflects an arms-length negotiation, resolution and transaction. If, subsequent to a Purchase Date, Seller discovers that any Purchased Loans were Non-Conforming Loans and Seller provides a notice of such non-conformance to Purchaser (a “Non-Conforming Loan Notice”), within five (5) Business Days of its delivery of a Non-Conforming Loan Notice, Seller can without any consent from Purchaser, but shall not be obligated to, repurchase the related Non-Conforming Loan by depositing an amount equal to the then-outstanding principal balance of such Non-Conforming Loan plus accrued and unpaid interest thereon into the related Purchaser Online MASTER LOAN PURCHASE AGREEMENT – Page I Account, whereupon all right, title and interest of Purchaser in, to and under such Non-Conforming Loan shall revert to Seller, and Purchaser shall take all steps reasonably requested by Seller to evidence such repurchase. For the avoidance of doubt, except as contemplated by this Section 2.4, Section 5.1, Section 7.1 or Section 7.2, Seller shall not be obligated to purchase any Non-Conforming Loan. Nothing in this Section 2.4 is intended to or shall limit Purchaser’s rights under Article 7.