Common use of Sale and Conveyance of Mortgage Loans; Delivery of Mortgage Loan Documents Clause in Contracts

Sale and Conveyance of Mortgage Loans; Delivery of Mortgage Loan Documents. (a) Subject to the terms and conditions of this Agreement, the Seller agrees from time to time to sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as provided for herein), but subject to the terms of this Agreement, and the Purchaser agrees to purchase from time to time, for the Purchase Price, the Mortgage Loans identified in the related Purchase Price and Terms Agreement, together with the related Submitted Mortgage Files, the Servicing Rights and all rights and obligations arising under the documents contained therein. (b) Seller shall provide to Purchaser access to the Submitted Mortgage Files and copies of all other information and materials in Seller’s or its agent’s possession or control relating to the Mortgage Loan Purchaser is contemplating purchasing. Purchaser shall conduct such due diligence concerning such Mortgage Loan as Purchaser shall deem to be appropriate, including, without limitation, conducting credit checks on obligors of such Mortgage Loan and reviewing title materials relating to the Mortgaged Property that secures such Mortgage Loan. Purchaser may elect to purchase any such Mortgage Loan, in Purchaser’s sole discretion. If Purchaser elects to purchase any such Mortgage Loan pursuant to this Agreement, Purchaser will provide to Seller a Purchase Price and Terms Agreement relating to any such Mortgage Loan Purchaser has elected to purchase, completed and executed by Purchaser. Within two (2) Business Days following its receipt of such Purchase Price and Terms Agreement, Seller will return to Purchaser such Purchase Price and Terms Agreement, executed by Seller. (c) The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Submitted Mortgage Files and other due diligence for the Mortgage Loans shall not affect the Purchaser’s rights to demand repurchase or other relief as provided herein or affect the Seller’s obligations with respect thereto. (d) The Purchase Price for each Mortgage Loan shall be (a) the percentage (the “Purchase Price Percentage”) stated in the related Purchase Price and Terms Agreement, multiplied by the Loan Amount of such Mortgage Loan as of the related Cut-off Date, plus (b) such amount, if any, of accrued interest on such Mortgage Loan as is described and agreed to in the applicable Purchase Price and Terms Agreement, but in no event will Purchaser be obligated to pay for more than 60 days of accrued and unpaid interest on any Mortgage Loan, plus (c) all outstanding Advances with respect to such Mortgage Loan. The Purchase Price for a Mortgage Loan shall be paid to the Seller by wire transfer of immediately available funds on the related Closing Date to the account of the Seller set forth in the related Purchase Price and Terms Agreement. (e) The Purchaser shall be entitled to (1) all payments of principal received in regard to the Mortgage Loan on and after the related Cut-off Date, and (2) all payments of interest and other payments on the Mortgage Loan (including, without limitation, reimbursement of Advances) received on and after the related Cut-off Date. (f) The following shall be conditions precedent to the obligation of the Purchaser to pay the Purchase Price to the Seller: (1) The Seller shall deliver to the Purchaser the Submitted Mortgage File, as well as such other documentation requested by the Purchaser; (2) The Seller shall execute and deliver to the Purchaser an Endorsement without recourse with respect to each of the Mortgage Notes; and (3) The Seller shall execute, acknowledge and deliver to the Purchaser an Assignment with respect to each of the Mortgages; (4) The Seller shall prepare and deliver to the Purchaser a UCC‑3 assignment statement with respect to each of the UCC-1 financing statements (if any) previously filed with respect to the Mortgage Loans, naming the Purchaser as assignee of secured party; and (5) The Seller shall have notified each Mortgagor under each Mortgage Loan that all rights under such Mortgage Loan have been transferred to the Purchaser, and that all future payments with respect to such Mortgage Loan are to be made directly to the Purchaser, and the address to which such payments are to be made at the Purchaser, pursuant to a written notice in form and substance satisfactory to Purchaser (and Seller shall provide Purchaser with copies of each such written notice sent to each such Mortgagor, which written notice shall have been sent to each Mortgagor via both regular mail, and certified mail return receipt requested). (g) If the Seller cannot deliver an original Mortgage with evidence of recording thereon, or an original Assignment with evidence of recording thereon by the applicable Closing Date, the Seller shall promptly deliver the same to the Purchaser upon receipt thereof from the public recording official, except in cases where the original Mortgage or Assignment is retained permanently by the recording office, in which case the Seller shall deliver an original copy of such Mortgage or Assignment, certified by the public recording office to be a true and complete copy of the recorded original thereof, as the case may be. (h) In the event that (i) the original recorded Mortgage was not delivered pursuant to Section 2.01(f) above, or (ii) any original recorded Assignment was not delivered pursuant to Section 2.01(f) above, the Seller shall use best efforts to promptly secure the delivery of such originals and shall cause such originals to be delivered to the Purchaser promptly upon receipt thereof. Notwithstanding the foregoing, in the event that the original Mortgage or original Assignment is not so delivered to the Purchaser within forty-five (45) days following the applicable Closing Date, the Seller shall, upon the request of the Purchaser, repurchase the Mortgage Loan in the manner specified in Sections 3.03(d), (e) and (f).

Sale and Conveyance of Mortgage Loans; Delivery of Mortgage Loan Documents. (a) Subject to the terms and conditions of this Agreement, the Seller agrees from time to time to sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as provided for herein), but subject to the terms of this Agreement, and the Purchaser agrees to purchase from time to time, for the Purchase Price, the Mortgage Loans identified in the related Purchase Price and Terms Agreement, together with the related Submitted Mortgage Files, the Servicing Rights and all rights and obligations arising under the documents contained therein. (b) Seller shall provide to Purchaser access to the Submitted Mortgage Files and copies of all other information and materials in Seller’s or its agent’s possession or control relating to the Mortgage Loan Purchaser is contemplating purchasing. Purchaser shall conduct such due diligence concerning such Mortgage Loan as Purchaser shall deem to be appropriate, including, without limitation, conducting credit checks on obligors of such Mortgage Loan and reviewing title materials relating to the Mortgaged Property that secures such Mortgage Loan. Purchaser may elect to purchase any such Mortgage Loan, in Purchaser’s sole discretion. If Purchaser elects to purchase any such Mortgage Loan pursuant to this Agreement, Purchaser will provide to Seller a Purchase Price and Terms Agreement relating to any such Mortgage Loan Purchaser has elected to purchase, completed and executed by Purchaser. Within two (2) Business Days following its receipt of such Purchase Price and Terms Agreement, Seller will return to Purchaser such Purchase Price and Terms Agreement, executed by Seller. (c) The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Submitted Mortgage Files and other due diligence for the Mortgage Loans shall not affect the Purchaser’s rights to demand repurchase or other relief as provided herein or affect the Seller’s obligations with respect thereto. (d) The Purchase Price for each Mortgage Loan shall be (a) the percentage (the “Purchase Price Percentage”) stated in the related Purchase Price and Terms Agreement, multiplied by the Loan Amount of such Mortgage Loan as of the related Cut-off Date, plus (b) such amount, if any, of accrued interest on such Mortgage Loan as is described and agreed to in the applicable Purchase Price and Terms Agreement, but in no event will Purchaser be obligated to pay for more than 60 days of accrued and unpaid interest on any Mortgage Loan, plus (c) all outstanding Advances with respect to such Mortgage Loan. The Purchase Price for a Mortgage Loan shall be paid to the Seller by wire transfer of immediately available funds on the related Closing Date to the account of the Seller set forth in the related Purchase Price and Terms Agreement. (e) The Purchaser shall be entitled to (1) all payments of principal received in regard to the Mortgage Loan on and after the related Cut-off Date, and (2) all payments of interest and other payments on the Mortgage Loan (including, without limitation, reimbursement of Advances) received on and after the related Cut-off Date. (f) The following shall be conditions precedent to the obligation of the Purchaser to pay the Purchase Price to the Seller: (1) The Seller shall deliver to the Purchaser the Submitted Mortgage File, as well as such other documentation requested by the Purchaser; (2) The Seller shall execute and deliver to the Purchaser an Endorsement without recourse with respect to each of the Mortgage Notes; and (3) The Seller shall execute, acknowledge and deliver to the Purchaser an Assignment with respect to each of the Mortgages; (4) The Seller shall prepare and deliver to the Purchaser a UCC‑3 UCC-3 assignment statement with respect to each of the UCC-1 financing statements (if any) previously filed with respect to the Mortgage Loans, naming the Purchaser as assignee of secured party; and (5) The Seller shall have notified each Mortgagor under each Mortgage Loan that all rights under such Mortgage Loan have been transferred to the Purchaser, and that all future payments with respect to such Mortgage Loan are to be made directly to the Purchaser, and the address to which such payments are to be made at the Purchaser, pursuant to a written notice in form and substance satisfactory to Purchaser (and Seller shall provide Purchaser with copies of each such written notice sent to each such Mortgagor, which written notice shall have been sent to each Mortgagor via both regular mail, and certified mail return receipt requested). (g) If the Seller cannot deliver an original Mortgage with evidence of recording thereon, or an original Assignment with evidence of recording thereon by the applicable Closing Date, the Seller shall promptly deliver the same to the Purchaser upon receipt thereof from the public recording official, except in cases where the original Mortgage or Assignment is retained permanently by the recording office, in which case the Seller shall deliver an original copy of such Mortgage or Assignment, certified by the public recording office to be a true and complete copy of the recorded original thereof, as the case may be. (h) In the event that (i) the original recorded Mortgage was not delivered pursuant to Section 2.01(f) above, or (ii) any original recorded Assignment was not delivered pursuant to Section 2.01(f) above, the Seller shall use best efforts to promptly secure the delivery of such originals and shall cause such originals to be delivered to the Purchaser promptly upon receipt thereof. Notwithstanding the foregoing, in the event that the original Mortgage or original Assignment is not so delivered to the Purchaser within forty-five (45) days following the applicable Closing Date, the Seller shall, upon the request of the Purchaser, repurchase the Mortgage Loan in the manner specified in Sections 3.03(d), (e) and (f).