Common use of SALE AND CONVEYANCE OF MORTGAGE LOANS PAYMENT OF PURCHASE PRICE; DELIVERY OF MORTGAGE FILES Clause in Contracts

SALE AND CONVEYANCE OF MORTGAGE LOANS PAYMENT OF PURCHASE PRICE; DELIVERY OF MORTGAGE FILES. Section 2.1. Sale and Conveyance of Mortgage Loans; Payment of Purchase Price (a) On each Closing Date, upon the receipt of the applicable Purchase Price, each Seller that is selling Mortgage Loans to the Purchaser on such Closing Date shall deliver to the Purchaser a Term Sheet and a Confidential Pricing Supplement with respect to the Mortgage Loans sold by such Seller. As set forth in such Term Sheet, each Seller sells, transfers, assigns, sets over, and conveys to the Purchaser, without recourse, but subject to the representations, warranties, terms and provisions of this Agreement and such Term Sheet, all the right, title, and interest of such Seller in and to the Mortgage Loans described in the Mortgage Loan Schedule attached to such Term Sheet. (b) In payment of the purchase price for each of the Mortgage Loans pursuant to Section 2.1(a) and the applicable Term Sheet, and upon the terms and conditions of this Agreement, on the related Closing Date the Purchaser shall pay to the applicable Seller or Sellers by wire transfer of immediately available funds the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date. (c) As of each Closing Date, the Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased on such Closing Date all Monthly Payments due after the applicable Cut-Off Date, and all other payments and recoveries of principal and interest received on or after such Cut-Off Date, other than payments that were due on or prior to such Cut-Off Date. (d) On or before each Closing Date, the applicable Seller or Sellers shall deliver to the Purchaser with the related Term Sheet the related Mortgage Loan Schedule, which shall be in hard copy or “read-only” electronic format (as reasonably acceptable to such Seller and the Purchaser).

SALE AND CONVEYANCE OF MORTGAGE LOANS PAYMENT OF PURCHASE PRICE; DELIVERY OF MORTGAGE FILES. Section 2.1. Sale and Conveyance of Mortgage Loans; Payment of Purchase Price (a) On each Closing Date, upon the receipt of the applicable Purchase PricePrice and such other consideration as set forth in the related Term Sheet, each the Seller that is selling Mortgage Loans to the Purchaser on such Closing Date shall deliver to the Purchaser a Term Sheet and a Confidential Pricing Supplement with respect to the Mortgage Loans sold by such SellerSupplement. As set forth in such Term Sheet, each the Seller sells, transfers, assigns, sets over, and conveys to the Purchaser, without recourse, but subject to the representations, warranties, terms and provisions of this Agreement and such Term Sheet, all the right, title, and interest of such the Seller in and to the Mortgage Loans described in the Mortgage Loan Schedule attached to such Term Sheet. (b) In payment of the purchase price for each of the Mortgage Loans pursuant to Section 2.1(a) and the applicable Term Sheet, and upon the terms and conditions of this Agreement, on the related Closing Date the Purchaser shall pay to the applicable Seller or Sellers by wire transfer of immediately available funds the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date. (c) As of each Closing Date, and upon payment of the applicable Purchase Price, the Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased on such Closing Date all Monthly Payments due after the applicable Cut-Off off Date, and all other payments and recoveries of principal and interest received on or after such Cut-Off off Date, other than payments that were due on or prior to such Cut-Off off Date. (d) On or before each Closing Date, the applicable Seller or Sellers shall deliver to the Purchaser with the related Term Sheet the related Mortgage Loan Schedule and the Prepayment Charge Schedule, which shall be in hard copy or “read-only” electronic format (as reasonably acceptable to such the Seller and the Purchaser).