Common use of Purchase and Sale of Loans Clause in Contracts

Purchase and Sale of Loans. (a) On the terms and subject to the conditions set forth in this Agreement, including the conditions set forth in Article V, on or after the Closing Date and prior to a Seller Termination Event, the Seller, from time to time, hereby agrees to (i) irrevocably sell, transfer and otherwise convey to the Purchaser the Sale Assets (each, a "Sale"), absolutely and not as collateral security, without recourse (except as expressly provided herein) and (ii) transfer, or cause the deposit into, the Collection Account all Collections received by the Seller on account of the Sale Assets on and after the Sale Date with respect to such Sale Assets, in each case, within two Business Days of the receipt thereof. The Purchaser hereby agrees to purchase all of the Seller's right, title and interest in and to the Sale Assets. The Purchaser hereby assumes from the Seller and agrees to perform all obligations (then existing or thereafter arising) of the Seller under the Sale Assets. The Seller hereby agrees to protect and defend the Purchaser's ownership interest in the Sale Assets against any claim asserting the continuing ownership thereof by the Seller. For the avoidance of doubt, notwithstanding any other terms herein, the Sale Assets may be transferred by the Seller to the Purchaser on any Business Day after the Closing Date. (b) In connection with each Sale hereunder, the Seller or the Purchaser shall deliver written notice thereof to the Administrative Agent substantially in the form set forth on Schedule A hereto (each, a "Sale Notice"), designating the date of the proposed Sale (the "Sale Date") without recourse (except as expressly provided herein) and attaching a supplement to the Schedule of Loans attached hereto as Schedule B identifying the Sale Assets proposed to be sold. On the terms and subject to the conditions set forth in this Agreement and the LSA, the Seller shall sell to the Purchaser, and the Purchaser shall purchase, on the applicable Sale Date, all of the Seller's right, title and interest in and to each Loan then reported by the Seller on the Schedule of Loans attached to the related Sale Notice, together with all other Related Security and all proceeds of the foregoing. For the avoidance of doubt, each Sale Notice and each attached Schedule of Loans may be delivered in electronic form and, when delivered in accordance with the terms hereof, each such Schedule of Loans shall automatically be deemed to update any previously delivered Schedule of Loans without the need for action or consent on the part of any Person. (c) The purchase price (the "Purchase Price") for the Sale Assets on each Sale Date shall be a dollar amount equal to the fair market value (as agreed upon between the Seller and the Purchaser at the time of such Sale) of such Sale Assets as of such date. (d) The Purchase Price for any Sale Assets sold by the Seller to the Purchaser on any Sale Date shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the LSA), by means of a capital contribution by the Seller to the Purchaser. (e) All Sales pursuant to this Section 2.1 on each Sale Date shall be evidenced by transfer documentation substantially in the form attached as Exhibit A or such other transfer documentation as is required by the underlying documentation of such Sale Asset and, in each case, is acceptable to the Administrative Agent in its sole discretion (the "Transfer Documentation").

Purchase and Sale of Loans. (aA) On Delivery of Loans on or before the terms and subject business day immediately preceding each Settlement Date, the Seller shall deliver to the conditions set forth in this Agreement, including Buyer the conditions set forth in Article V, on or after the Closing Date and prior to a Seller Termination Event, the Seller, from time to time, hereby agrees to following for each Loan purchased: (i) irrevocably sell, transfer and otherwise convey Those Loans described by the Buyer on each Schedule of Loans Delivered which are purchased by Buyer pursuant to the Purchaser the Sale Assets (each, a "Sale"), absolutely and not as collateral security, without recourse (except as expressly provided herein) and this Agreement. (ii) transferThe agreed-upon priority liens and/or Mortgages on Subject Property. (iii) The Note(s) and the Mortgage(s) endorsed by an authorized Officer of Seller to the Buyer pursuant to the language set forth on Attachment D, or cause attached hereto and made a part hereof together with an individual assignment to the deposit into, the Collection Account all Collections received by the Seller on account Buyer (certified copy of the Sale Assets on recorded assignment) and after the Sale Date with respect to such Sale Assetsoriginals of all intervening assignments, in each caseif any, within two Business Days of the receipt thereof. The Purchaser hereby agrees to purchase all of the Seller's right, title and beneficial interest in and the Mortgage, showing a complete chain of title from origination to the Sale Seller, including warehousing assignment, with evidence of recording thereon. (iv) Any and all documents, instruments, collateral, agreements, and assignments and endorsements for all documents, instruments and collateral agreements, referred to in the Notes and/or Mortgages or related thereto, including, without limitation, properly endorsed current insurance policies (private mortgage insurance, if applicable; flood insurance, if applicable; hazard insurance; title insurance; and any other applicable insurance policies) covering the Subject Property or relating to the Notes and all files, books, papers, ledger cards, reports and records including, without limitation, loan applications, Borrower financial statements, separate assignment of rents, if any, credit reports and appraisals, relating to the Loans (the "Related Assets"). In all cases the Related Assets shall be the original documents. (v) The Purchaser hereby assumes from Essential Mortgage File Documents, including all writings evidencing the Loan(s) purchased by Buyer. In all cases, these documents shall be the original documents. (vi) In the event that Seller and agrees cannot deliver to perform all obligations (then existing Buyer a duly recorded assignment of Mortgage or thereafter arisingany other document required to be recorded under this Agreement on the Settlement Date solely because of a delay caused by the public recording office where such document(s) has been delivered for recordation, Seller shall deliver to the Buyer a certified copy of each such document(s) with a statement thereon signed by an Officer of the Seller under the Sale Assets. The Seller hereby agrees certifying each to protect be a true and defend the Purchaser's ownership interest in the Sale Assets against any claim asserting the continuing ownership thereof by the Seller. For the avoidance correct copy of doubt, notwithstanding any other terms herein, the Sale Assets may be transferred by the Seller document(s) delivered to the Purchaser on appropriate public recording official for recordation. Seller shall deliver to Buyer such recorded document(s) with evidence of recording indicated thereon no later than 15 days after Seller receives such documents, but in any Business Day after event, no later than 90 days from the Closing Settlement Date. (b) In connection with each Sale hereunder, the Seller or the Purchaser shall deliver written notice thereof to the Administrative Agent substantially in the form set forth on Schedule A hereto (each, a "Sale Notice"), designating the date of the proposed Sale (the "Sale Date") without recourse (except as expressly provided herein) and attaching a supplement to the Schedule of Loans attached hereto as Schedule B identifying the Sale Assets proposed to be sold. On the terms and subject to the conditions set forth in this Agreement and the LSA, the Seller shall sell to the Purchaser, and the Purchaser shall purchase, on the applicable Sale Date, all of the Seller's right, title and interest in and to each Loan then reported by the Seller on the Schedule of Loans attached to the related Sale Notice, together with all other Related Security and all proceeds of the foregoing. For the avoidance of doubt, each Sale Notice and each attached Schedule of Loans may be delivered in electronic form and, when delivered in accordance with the terms hereof, each such Schedule of Loans shall automatically be deemed to update any previously delivered Schedule of Loans without the need for action or consent on the part of any Person. (c) The purchase price (the "Purchase Price") for the Sale Assets on each Sale Date shall be a dollar amount equal to the fair market value (as agreed upon between the Seller and the Purchaser at the time of such Sale) of such Sale Assets as of such date. (d) The Purchase Price for any Sale Assets sold by the Seller to the Purchaser on any Sale Date shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the LSA), by means of a capital contribution by the Seller to the Purchaser. (e) All Sales pursuant to this Section 2.1 on each Sale Date shall be evidenced by transfer documentation substantially in the form attached as Exhibit A or such other transfer documentation as is required by the underlying documentation of such Sale Asset and, in each case, is acceptable to the Administrative Agent in its sole discretion (the "Transfer Documentation").

Purchase and Sale of Loans. (a) On Subject to the terms and subject conditions and in reliance on the representations, warranties and agreements hereinafter set forth, the Seller agrees to sell to the conditions set forth in this Agreement, including Purchaser and the conditions set forth in Article V, on or after the Closing Date and prior Purchaser agrees to a Seller Termination Event, purchase from the Seller, from time to time, hereby agrees to (i) irrevocably sell, transfer and otherwise convey to the Purchaser the Sale Assets (each, a "Sale"), absolutely and not as collateral security, without recourse (except as expressly provided herein) and (ii) transfer, time on one or cause the deposit into, the Collection Account all Collections received by the Seller on account of the Sale Assets on and more Purchase Dates occurring after the Sale Date with respect to such Sale AssetsEffective Date, in each case, within two Business Days of the receipt thereof. The Purchaser hereby agrees to purchase all of the Seller's ’s right, title and interest in and to the Sale Assets. The Purchaser hereby assumes from Loans identified on the Seller and agrees to perform all obligations Loan Schedule (then existing or thereafter arising) of together with the Seller under the Sale Assets. The Seller hereby agrees to protect and defend the Purchaser's ownership interest in the Sale Assets against any claim asserting the continuing ownership thereof by the Seller. For the avoidance of doubt, notwithstanding any other terms hereinGuarantor Repurchase Loans (as defined below), the Sale Assets may be transferred by the Seller to the Purchaser on any Business Day after the Closing Date“Purchased Loans”). (b) In connection with each Sale hereunderSubject to the terms and conditions and in reliance on the representations, warranties and agreements hereinafter set forth, the Purchaser agrees that after the Effective Date it will purchase on behalf of the Seller, directly from a Guarantor any Bankruptcy Loan that had been previously submitted for claim to such Guarantor by the Seller if a repurchase of such Loan by the Seller (or its designee) is required by such Guarantor pursuant to the applicable provisions of the Higher Education Act (each such Loan, a “Guarantor Repurchase Loan”). In the event that the Purchaser purchases a Guarantor Repurchase Loan from a Guarantor pursuant to this Section, the Purchaser shall deliver written notice thereof pay the Guarantor the amount that the Seller would have been required to pay the Guarantor had the Seller itself repurchased the Bankruptcy Loan from the Guarantor pursuant to the Administrative Agent substantially in the form set forth on Schedule A hereto (each, a "Sale Notice"), designating the date applicable provisions of the proposed Sale (the "Sale Date") without recourse (except as expressly provided herein) and attaching a supplement to the Schedule of Loans attached hereto as Schedule B identifying the Sale Assets proposed to be sold. On the terms and subject to the conditions set forth in this Agreement and the LSA, the Seller shall sell to the Purchaser, and the Purchaser shall purchase, on the applicable Sale Date, all of the Seller's right, title and interest in and to each Loan then reported by the Seller on the Schedule of Loans attached to the related Sale Notice, together with all other Related Security and all proceeds of the foregoing. For the avoidance of doubt, each Sale Notice and each attached Schedule of Loans may be delivered in electronic form and, when delivered in accordance with the terms hereof, each such Schedule of Loans shall automatically be deemed to update any previously delivered Schedule of Loans without the need for action or consent on the part of any PersonHigher Education Act. (c) The purchase price (the "Purchase Price") for the Sale Assets on each Sale Date shall be a dollar amount equal to the fair market value (as agreed upon between the Seller and the Purchaser at the time of such Sale) of such Sale Assets as of such date. (d) The Purchase Price for any Sale Assets sold conveyance by the Seller under this Agreement shall be without recourse (except as is otherwise expressly set forth in this Agreement) and shall constitute the sale, transfer, assignment, setting over and in all other respects the conveyance to the Purchaser on any Sale Date shall be paid of all right, title and interest of the Seller in a combination of: and to: (i) immediately available funds; the Purchased Loans, including the underlying Notes and other Loan Documents; (ii) if all collections, revenues and recoveries of principal and interest from the Purchaser does not have sufficient funds Purchased Loans, including all Interest Subsidy Payments, Special Allowance Payments, Borrower payments and reimbursements of principal and accrued interest on default claims from any Guarantor or the Department of Education to pay the full amount extent due or to become due or to the extent accruing on the Purchased Loans on and after the applicable Purchase Date; (iii) the servicing rights relating to the Purchased Loans; and (iv) the proceeds of any and all of the foregoing received on and after the applicable Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the LSA), by means of a capital contribution by the Seller to the PurchaserDate. (e) All Sales pursuant to this Section 2.1 on each Sale Date shall be evidenced by transfer documentation substantially in the form attached as Exhibit A or such other transfer documentation as is required by the underlying documentation of such Sale Asset and, in each case, is acceptable to the Administrative Agent in its sole discretion (the "Transfer Documentation").

Purchase and Sale of Loans. (a) Delivery of Loans On or before the terms and subject business day immediately preceding each Settlement Date, the Seller shall deliver to the conditions set forth in this Agreement, including Buyer the conditions set forth in Article V, on or after the Closing Date and prior to a Seller Termination Event, the Seller, from time to time, hereby agrees to following for each Loan purchased: (i) irrevocably sell, transfer and otherwise convey Those Loans described by the Buyer on each Schedule of Loans delivered which are purchased by Buyer pursuant to the Purchaser the Sale Assets (each, a "Sale"), absolutely and not as collateral security, without recourse (except as expressly provided herein) and this Agreement. (ii) transferThe agree-upon priority liens and/or Mortgages, or cause a true certified copy thereof, on Mortgaged Property. (iii) The original Note(s) and the deposit intoMortgage(s), the Collection Account all Collections received by the Seller on account or a true certified copy of the Sale Assets on Mortgage, endorsed by an authorized officer of Seller to the Buyer as following: "Pay to the Order of MorCap, Inc., Without Recourse" (unless otherwise notified in writing by Buyer); together with an individual Assignment of Mortgage to Buyer and after the Sale Date with respect to such Sale Assetsoriginal of all interviewing assignments, in each case, within two Business Days of the receipt thereof. The Purchaser hereby agrees to purchase all if any of the Seller's right, title and interest in and to the Sale Assets. The Purchaser hereby assumes from the Seller and agrees to perform all obligations (then existing or thereafter arising) of the Seller under the Sale Assets. The Seller hereby agrees to protect and defend the Purchaser's ownership beneficial interest in the Sale Assets against any claim asserting Mortgage, showing a complete chain of title of the continuing ownership thereof by Loan from origination to the Seller. For the avoidance , including warehouse assignment, with evidencing of doubtrecording thereon, notwithstanding or a release of any other terms hereinintervening assignee's interest, the Sale Assets may be transferred by the Seller if any, to the Purchaser on any Business Day after the Closing Dateextent that such assignment was not recorded. (biv) In connection with each Sale hereunderAny and all documents, instruments, collateral agreements, and assignments and endorsements for all documents, instruments and collateral agreements, referred to in the Seller Notes and/or Mortgages or related thereto, including, without limitation, current insurance policies (private mortgage insurance, if applicable; flood insurance, if applicable; hazard insurance; title insurance; and other applicable insurance policies) covering the Purchaser shall deliver written notice thereof Mortgaged Property or relating to the Administrative Agent substantially in Notes and all files, books, papers, ledger cards, reports and records including, without limitation, loan application. Borrower financial statements, separate assignment of rents, if any, credit reports and appraisals, relating to the form set forth on Schedule A hereto (each, a "Sale Notice"), designating the date of the proposed Sale Loans (the "Sale DateRelated Assets") without recourse (except as expressly provided herein) and attaching a supplement to the Schedule of Loans attached hereto as Schedule B identifying the Sale Assets proposed to be sold). On the terms and subject to the conditions set forth in this Agreement and the LSAIn all cases, the Seller shall sell to the Purchaser, and the Purchaser shall purchase, on the applicable Sale Date, all of the Seller's right, title and interest in and to each Loan then reported by the Seller on the Schedule of Loans attached to the related Sale Notice, together with all other Related Security and all proceeds of the foregoing. For the avoidance of doubt, each Sale Notice and each attached Schedule of Loans may be delivered in electronic form and, when delivered in accordance with the terms hereof, each such Schedule of Loans shall automatically be deemed to update any previously delivered Schedule of Loans without the need for action or consent on the part of any Person. (c) The purchase price (the "Purchase Price") for the Sale Assets on each Sale Date shall be a dollar amount equal to the fair market value (as agreed upon between the Seller and the Purchaser at the time of such Sale) of such Sale Assets as of such date. (d) The Purchase Price for any Sale Assets sold by the Seller to the Purchaser on any Sale Date shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the LSA), by means of a capital contribution by the Seller to the Purchaser. (e) All Sales pursuant to this Section 2.1 on each Sale Date shall be evidenced by transfer documentation substantially in the form attached as Exhibit A or such other transfer documentation as is required by the underlying documentation of such Sale Asset and, in each case, is acceptable to the Administrative Agent in its sole discretion (the "Transfer Documentation")original documents.