Common use of Sale and Conveyance of Mortgage Loans; Possession of Files Clause in Contracts

Sale and Conveyance of Mortgage Loans; Possession of Files. (a) On each Closing Date for any Loan Pool, upon the receipt of the requisite consideration, the applicable Seller or Sellers shall deliver a Term Sheet with respect to the Loan Pool. By such delivery, each Seller shall sell, transfer, assign, set over, and convey to the Purchaser, without recourse, but subject to the representations, warranties, terms and provisions of this Agreement, all the right, title, and interest of the Seller in and to the Mortgage Loans included in such Loan Pool, exclusive of the related servicing rights. (b) Pursuant to Section 2.2, the applicable Seller or Sellers will deliver to the Custodian the documents comprising the Collateral File with respect to each related Mortgage Loan included in a Loan Pool to be purchased by the Purchaser. Such documents shall, prior to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held by the Custodian as custodian for the applicable Seller or Sellers. The documents comprising each Collateral File that are not required to be delivered to the Custodian pursuant to Section 2.2(a) and the documents comprising each Credit File shall, subject to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer's possession of such documents so held is at the will of the Purchaser, and such holding and possession is in trust for the Purchaser as the owner thereof and only for the purpose of servicing the Mortgage Loans. Upon payment for the related Mortgage Loan pursuant to Section 2.1(c) below, the beneficial ownership of each Mortgage Note, each Mortgage, and each of the other documents comprising the Collateral File and the Credit File with respect to such Mortgage Loan is and shall be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan prepared by or which come into the possession of the applicable Seller or Sellers or any agent or designee thereof shall immediately vest in the Purchaser and shall be delivered to the Custodian (in the case of the Collateral Documents) or the Servicer (in the case of the Credit Files or any other documents) to hold the same in a custodial capacity for Purchaser. (c) In full consideration for the sale of each of the Mortgage Loans pursuant to Section 2.1(a) hereof, 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 (i) the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date, plus (ii) the amount of interest (computed, as to each Mortgage Loan, at the Net Rate) that has accrued on the Cut-off Date Principal Balance of such Mortgage Loans from the Cut-off Date to but not including the Closing Date. (d) 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 and all other recoveries of principal and interest (computed, as to each Mortgage Loan, at the Net Rate) due after the applicable Cut-off Date, subject to the rights of the Servicer under the Servicing Agreement to reimbursement for certain costs, expenses and advances incurred or made pursuant thereto. All such amounts that are collected after the applicable Cut-off Date through and including the related Closing Date shall be held and remitted by the Servicer in accordance with the terms of the Servicing Agreement. (e) On or before the Closing Date for any Loan Pool, the applicable Seller or Sellers shall deliver to the Purchaser with the 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; Possession of Files. (a) On each Closing Date for any Loan Pool, upon the receipt of the requisite consideration, the applicable Seller or Sellers shall deliver a Term Sheet with respect to the Loan Pool. By such delivery, each Seller shall sell, transfer, assign, set over, and convey to the Purchaser, without recourse, but subject to the representations, warranties, terms and provisions of this Agreement, all the right, title, and interest of the Seller in and to the Mortgage Loans included in such Loan Pool, exclusive of the related servicing rights. (b) Pursuant to Section 2.2, the applicable Seller or Sellers will shall deliver to the Custodian the documents comprising the Collateral File with respect to each related Mortgage Loan included in a Loan Pool to be purchased by the Purchaser. Such documents shall, prior to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held by the Custodian as custodian for the applicable Seller or Sellers. The documents comprising each Collateral File that are not required to be delivered to the Custodian pursuant to Section 2.2(a) and the documents comprising each Credit File shall, subject to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer's ’s possession of such documents so held is at the will of the Purchaser, and such holding and possession is in trust for the Purchaser as the owner thereof and only for the purpose of servicing the Mortgage Loans. Upon payment for the related Mortgage Loan pursuant to Section 2.1(c) below, the beneficial ownership of each Mortgage Note, each Mortgage, and each of the other documents comprising the Collateral File and the Credit File with respect to such Mortgage Loan is and shall be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan prepared by or which come into the possession of the applicable Seller or Sellers or any agent or designee thereof shall immediately vest in the Purchaser and shall be delivered to the Custodian (in the case of the Collateral Documents) or the Servicer (in the case of the Credit Files or any other documents) to hold the same in a custodial capacity for Purchaser. (c) In full consideration for the sale of each of the Mortgage Loans pursuant to Section 2.1(a) hereof, 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 (i) the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date, plus (ii) the amount of interest (computed, as to each Mortgage Loan, at the Net Rate) that has accrued on the Cut-off Date Principal Balance of such Mortgage Loans from the Cut-off Date to but not including the Closing Date. (d) 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 and all other recoveries of principal and interest (computed, as to each Mortgage Loan, at the Net Rate) due after the applicable Cut-off Date, subject to the rights of the Servicer under the Servicing Agreement to reimbursement for certain costs, expenses and advances incurred or made pursuant thereto. All such amounts that are collected after the applicable Cut-off Date through and including the related Closing Date shall be held and remitted by the Servicer in accordance with the terms of the Servicing Agreement. (e) On or before the Closing Date for any Loan Pool, the applicable Seller or Sellers shall deliver to the Purchaser with the 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; Possession of Files. (a) On each Closing Date for any Loan Pool, upon the receipt of the requisite consideration, the applicable Seller or Sellers shall deliver a Term Sheet with respect to the Loan Pool. By such delivery, each Seller shall sell, transfer, assign, set over, and convey to the Purchaser, without recourse, but subject to the representations, warranties, terms and provisions of this Agreement, all the right, title, and interest of the Seller in and to the Mortgage Loans included in such Loan Pool, exclusive of the related servicing rights. (b) Pursuant to Section 2.2, the applicable Seller or Sellers will shall deliver to the Custodian the documents comprising the Collateral File with respect to each related Mortgage Loan included in a Loan Pool to be purchased by the Purchaser. Such documents shall, prior to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held by the Custodian as custodian for the applicable Seller or Sellers. The documents comprising each Collateral File that are not required to be delivered to the Custodian pursuant to Section 2.2(a) and the documents comprising each Credit File shall, subject to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer's ’s possession of such documents so held is at the will of the Purchaser, and such holding and possession is in trust for the Purchaser as the owner thereof and only for the purpose of servicing the Mortgage Loans. Upon payment for the related Mortgage Loan pursuant to Section 2.1(c) below, the beneficial ownership of each Mortgage Note, each Mortgage, and each of the other documents comprising the Collateral File and the Credit File with respect to such Mortgage Loan is and shall be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan prepared by or which come into the possession of the applicable Seller or Sellers or any agent or designee thereof shall immediately vest in the Purchaser and shall be delivered to the Custodian (in the case of the Collateral Documents) or the Servicer (in the case of the Credit Files or any other documents) to hold the same in a custodial capacity for Purchaser. (c) In full consideration for the sale of each of the Mortgage Loans pursuant to Section 2.1(a) hereof, 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 (i) the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date, plus (ii) the amount of interest (computed, as to each Mortgage Loan, at the Net Rate) that has accrued on the Cut-off Date Principal Balance of such Mortgage Loans from and including the Cut-off Date to but not including the Closing Date. (d) 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 and all other recoveries of principal and interest (computed, as to each Mortgage Loan, at the Net Rate) due after the applicable Cut-off Date, subject to the rights of the Servicer under the Servicing Agreement to reimbursement for certain costs, expenses and advances incurred or made pursuant thereto. All such amounts that are collected after the applicable Cut-off Date through and including the related Closing Date shall be held and remitted by the Servicer in accordance with the terms of the Servicing Agreement. (e) On or before the Closing Date specified in the related Commitment Letter for any Loan Pool, the applicable Seller or Sellers shall deliver to the Purchaser with the 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; Possession of Files. (a) On each Closing Date for any Loan Pool, and upon the receipt of the requisite considerationPurchase Price set forth in the related Commitment Letter, the applicable Seller or Sellers shall deliver a Term Sheet with respect to the Loan Pool. By such delivery, each Seller shall sell, transfer, assign, set over, and convey to the Purchaser, without recourse, but subject to the representations, warranties, terms and provisions of this Agreement, Agreement all the right, title, and interest of the Seller in and to the Mortgage Loans included in such Loan Pool, exclusive of identified on the related Mortgage Loan Schedule, servicing rightsretained; provided, however, the Seller and the Servicer hereby acknowledge and agree that the Purchaser may sell, transfer or convey any Mortgage Loan on a servicing released basis in connection with a Master Repurchase Agreement. For the avoidance of doubt, upon the execution of a Commitment Letter by the parties, the Purchaser shall be obligated to purchase the related Mortgage Loans even if it does not receive funds under any Master Repurchase Agreement it may enter into with respect to the Mortgage Loans. Notwithstanding the foregoing, to the extent the Servicer is terminated without cause in accordance with the terms of a Master Repurchase Agreement, the Servicer shall be entitled to compensation for such termination (in an amount reasonably determined by the Servicer and the Purchaser). (b) Pursuant to Section 2.2, the applicable Seller or Sellers will deliver to the Custodian the documents comprising the Collateral File with respect to each related Mortgage Loan included in a Loan Pool to be purchased by the Purchaser. Such documents shall, prior to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held by the Custodian as custodian for the applicable Seller or Sellers. The documents comprising each Collateral File that are not required to be delivered to the Custodian pursuant to Section 2.2(a) and the documents comprising each Credit File shall, subject to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer's ’s possession of such documents so held is at the will of the Purchaser, and such holding and possession is in trust for the Purchaser as the owner thereof and only for the purpose of servicing the Mortgage LoansLoans until the applicable servicing transfer date. Upon payment for the related Mortgage Loan pursuant to Section 2.1(c) below, the legal and beneficial ownership of each Mortgage Note, each Mortgage, and each of the other documents comprising the Collateral Mortgage File and the Credit File with respect to such Mortgage Loan is and shall be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan prepared by or which come into the possession of the applicable Seller or Sellers or any agent or designee thereof shall immediately vest in the Purchaser and shall be delivered to the Custodian (Purchaser in the case of the Collateral Documents) or Mortgage Files on the Servicer (in the case of the Credit Files or any other documents) to hold the same in a custodial capacity for PurchaserClosing Date. (c) In full consideration for the sale of each of the Mortgage Loans pursuant to Section 2.1(a) hereof), 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 (i) the applicable Purchase Price as set forth in the related Commitment Letter for each the Mortgage Loan Loans purchased on such Closing Date, plus (ii) the amount of interest (computed, as to each Mortgage Loan, at the Net Rate) that has accrued on the Cut-off Date Principal Balance of such Mortgage Loans from the Cut-off Date to but not including the Closing Date. For the avoidance of doubt, the Seller shall not be entitled to reimbursement from the Purchaser for any unreimbursed Advances made with respect to a Mortgage Loan prior to the applicable Closing Date for such Mortgage Loan. (d) 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 and all other recoveries collections of principal and interest (computed, as to each and all proceeds on the Mortgage Loan, at the Net Rate) due Loans received on and after the applicable Cut-off DateOff Date (including any Liquidation Proceeds), subject to (i) the rights of the Servicer under the Servicing Agreement Section 6.3 to (A) reimbursement for certain costs, expenses and advances incurred Advances and (B) receive Servicing Fees or Ancillary Income, and (ii) the rights of the Seller to receive any Claim Proceeds or collections of interest that are paid or reimbursed to cover unreimbursed Advances made pursuant theretowith respect to the Mortgage Loans prior to the Cut-Off Date or interest on the Mortgage Loans that accrued prior to the Cut-Off Date. All such amounts that are collected after the applicable Cut-off Date through and including the related Closing Off Date shall be held and remitted by the Servicer in accordance with the terms of the Servicing Agreementon each related Remittance Date. (e) On or before Notwithstanding anything to the Closing Date for any Loan Poolcontrary in this Agreement, the applicable Seller or Sellers shall deliver Purchaser will be required to purchase all of the Purchaser with the Term Sheet the related Mortgage Loans identified on a Mortgage Loan Schedule, which shall be in hard copy except any Mortgage Loan that was liquidated or "readotherwise paid-only" electronic format (as reasonably acceptable in-full prior to such Seller and the Purchaser)applicable Closing Date.

Sale and Conveyance of Mortgage Loans; Possession of Files. (a) On each Closing Date for any Pursuant to Section 2.03 of the Pooling and Servicing Agreement and Section 6.____________ of the Mortgage Loan PoolPurchase Agreement, upon subject to the provisions of the Pooling and Servicing Agreement and after the deposit of the Purchase Price in the Collection Account and the Trustee’s receipt of a written certification from the requisite considerationMaster Servicer of such deposit (the “Certification”), the applicable Seller or Sellers shall deliver a Term Sheet with respect to the Loan Pool. By such deliveryTrustee hereby sells, each Seller shall selltransfers, transferassigns, assign, set sets over, and convey conveys to the PurchaserCompany, without recourse, but subject to the representationsor, except as set forth in Article 3, representations or warranties, terms and provisions of this Agreement, all the right, title, and interest of the Seller Trust in and to the mortgage loan identified on Schedule I attached hereto (the “Mortgage Loans included in such Loan Pool, exclusive of the related servicing rightsLoan”). (b) Pursuant to In accordance with Section 2.23.17 of the Pooling and Servicing Agreement, the applicable Seller or Sellers Trustee will deliver to the Custodian Company, or to such third party as the Company may direct, the documents comprising the Collateral Mortgage File with respect to each related the Mortgage Loan included in a Loan Pool to be purchased by upon the Purchaser. Such documents shall, prior to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held by the Custodian as custodian for the applicable Seller or Sellers. The documents comprising each Collateral File that are not required to be delivered to the Custodian pursuant to Section 2.2(a) and the documents comprising each Credit File shall, subject to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held in trust by the Servicer for the benefit Trustee’s receipt of the Purchaser as the owner thereof. The Servicer's possession of such documents so held is at the will of the Purchaser, and such holding and possession is in trust for the Purchaser as the owner thereof and only for the purpose of servicing the Mortgage LoansCertification. Upon payment for the related Mortgage Loan pursuant to Section 2.1(c) below, the beneficial ownership of each the Mortgage Note, each the Mortgage, and each of the other documents comprising the Collateral File and the Credit Mortgage File with respect to such the Mortgage Loan is and shall be vested in the PurchaserCompany, and the ownership of all records and documents with respect to such the Mortgage Loan prepared by or which come into the possession of the applicable Seller or Sellers Trustee or any agent or designee thereof shall immediately vest in the Purchaser Company and shall be delivered to the Custodian (in Company or as the case of the Collateral Documents) or the Servicer (in the case of the Credit Files or any other documents) to hold the same in a custodial capacity for PurchaserCompany may otherwise direct. (c) In full consideration for the sale of each of the Mortgage Loans Loan pursuant to Section 2.1(a) hereof, and upon the terms and conditions of this Agreement, on the related Closing Date Company hereby purchases the Purchaser shall pay to the applicable Seller or Sellers by wire transfer of immediately available funds (i) the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date, plus (ii) the amount of interest (computed, as to each Mortgage Loan, at the Net Rate) that has accrued on the Cut-off Date Principal Balance of such Mortgage Loans from the Cut-off Date to but not including the Closing Date. (d) As Subject to the fulfillment of each Closing Dateany other conditions to such [purchase/repurchase] under the Pooling and Servicing Agreement and following the deposit of the Purchase Price in the Collection Account and the Trustee’s receipt of the Certification, the Purchaser Company shall own and be entitled to receive with respect to each the Mortgage Loan purchased on such Closing Date all Monthly Payments and all other recoveries of principal and interest (computed, as to each Mortgage Loan, at the Net Rate) due after the applicable Cut-off Date, subject to the rights of the Servicer under the Servicing Agreement to reimbursement for certain costs, expenses and advances incurred or made pursuant theretointerest. All such amounts that are collected after the applicable Cut-off Date through date of the deposit of the Purchase Price and including the related Closing Date Trustee’s receipt of the Certification shall be held and remitted by the Master Servicer to the Company in accordance with the terms of the Servicing this Agreement. (e) On or before the Closing Date for any Loan Pool, the applicable Seller or Sellers shall deliver to the Purchaser with the 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; Possession of Files. (a) On each Closing Date for any Pursuant to Section 2.03 of the Pooling and Servicing Agreement and Section 6.____________ of the Mortgage Loan PoolPurchase Agreement, upon subject to the provisions of the Pooling and Servicing Agreement and after the deposit of the Purchase Price in the Collection Account and the Trustee's receipt of a written certification from the requisite considerationMaster Servicer of such deposit (the "Certification"), the applicable Seller or Sellers shall deliver a Term Sheet with respect to the Loan Pool. By such deliveryTrustee hereby sells, each Seller shall selltransfers, transferassigns, assign, set sets over, and convey conveys to the PurchaserCompany, without recourse, but subject to the representationsor, except as set forth in Article 3, representations or warranties, terms and provisions of this Agreement, all the right, title, and interest of the Seller Trust in and to the mortgage loan identified on Schedule I attached hereto (the "Mortgage Loans included in such Loan Pool, exclusive of the related servicing rightsLoan"). (b) Pursuant to In accordance with Section 2.23.17 of the Pooling and Servicing Agreement, the applicable Seller or Sellers Trustee will deliver to the Custodian Company, or to such third party as the Company may direct, the documents comprising the Collateral Mortgage File with respect to each related the Mortgage Loan included in a Loan Pool to be purchased by upon the Purchaser. Such documents shall, prior to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held by the Custodian as custodian for the applicable Seller or Sellers. The documents comprising each Collateral File that are not required to be delivered to the Custodian pursuant to Section 2.2(a) and the documents comprising each Credit File shall, subject to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held in trust by the Servicer for the benefit Trustee's receipt of the Purchaser as the owner thereof. The Servicer's possession of such documents so held is at the will of the Purchaser, and such holding and possession is in trust for the Purchaser as the owner thereof and only for the purpose of servicing the Mortgage LoansCertification. Upon payment for the related Mortgage Loan pursuant to Section 2.1(c) below, the beneficial ownership of each the Mortgage Note, each the Mortgage, and each of the other documents comprising the Collateral File and the Credit Mortgage File with respect to such the Mortgage Loan is and shall be vested in the PurchaserCompany, and the ownership of all records and documents with respect to such the Mortgage Loan prepared by or which come into the possession of the applicable Seller or Sellers Trustee or any agent or designee thereof shall immediately vest in the Purchaser Company and shall be delivered to the Custodian (in Company or as the case of the Collateral Documents) or the Servicer (in the case of the Credit Files or any other documents) to hold the same in a custodial capacity for PurchaserCompany may otherwise direct. (c) In full consideration for the sale of each of the Mortgage Loans Loan pursuant to Section 2.1(a) hereof, and upon the terms and conditions of this Agreement, on the related Closing Date Company hereby purchases the Purchaser shall pay to the applicable Seller or Sellers by wire transfer of immediately available funds (i) the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date, plus (ii) the amount of interest (computed, as to each Mortgage Loan, at the Net Rate) that has accrued on the Cut-off Date Principal Balance of such Mortgage Loans from the Cut-off Date to but not including the Closing Date. (d) As Subject to the fulfillment of each Closing Dateany other conditions to such [purchase/repurchase] under the Pooling and Servicing Agreement and following the deposit of the Purchase Price in the Collection Account and the Trustee's receipt of the Certification, the Purchaser Company shall own and be entitled to receive with respect to each the Mortgage Loan purchased on such Closing Date all Monthly Payments and all other recoveries of principal and interest (computed, as to each Mortgage Loan, at the Net Rate) due after the applicable Cut-off Date, subject to the rights of the Servicer under the Servicing Agreement to reimbursement for certain costs, expenses and advances incurred or made pursuant theretointerest. All such amounts that are collected after the applicable Cut-off Date through date of the deposit of the Purchase Price and including the related Closing Date Trustee's receipt of the Certification shall be held and remitted by the Master Servicer to the Company in accordance with the terms of the Servicing this Agreement. (e) On or before the Closing Date for any Loan Pool, the applicable Seller or Sellers shall deliver to the Purchaser with the 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; Possession of Files. (a) On each Closing Date for any Loan Pool, upon the receipt of the requisite consideration, the applicable Seller or Sellers shall deliver a Term Sheet with respect to the Loan Pool. By such delivery, each the Seller shall sell, transfer, assign, set over, and convey to the Purchaser, without recourse, but subject to the representations, warranties, terms and provisions of this Agreement, all the right, title, and interest of the Seller in and to the Mortgage Loans included in such Loan Pool, including the right to any Prepayment Charge payable by the related Mortgagors in connection with any Principal Prepayments on the Mortgage Loans, but exclusive of the related servicing rights. (b) Pursuant to Section 2.2, the applicable Seller or Sellers will shall deliver to the Custodian the documents comprising the Collateral File with respect to each related Mortgage Loan included in a Loan Pool to be purchased by the Purchaser. Such documents shall, prior to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held by the Custodian as custodian for the applicable Seller or SellersSeller. The documents comprising each Collateral File that are not required to be delivered to the Custodian pursuant to Section 2.2(a) and the documents comprising each Credit File shall, subject to payment for the related Mortgage Loan pursuant to Section 2.1(c) below, be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof. The Servicer's ’s possession of such documents so held is at the will of the Purchaser, and such holding and possession is in trust for the Purchaser as the owner thereof and only for the purpose of servicing the Mortgage Loans. Upon payment for the related Mortgage Loan pursuant to Section 2.1(c) below, the beneficial ownership of each Mortgage Note, each Mortgage, and each of the other documents comprising the Collateral File and the Credit File with respect to such Mortgage Loan is and shall be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan prepared by or which come into the possession of the applicable Seller or Sellers or any agent or designee thereof shall immediately vest in the Purchaser and shall be delivered to the Custodian (in the case of the Collateral Documents) or the Servicer (in the case of the Credit Files or any other documents) to hold the same in a custodial capacity for Purchaser. (c) In full consideration for the sale of each of the Mortgage Loans pursuant to Section 2.1(a) hereof, 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 (i) the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date, plus (ii) the amount of interest (computed, as to each Mortgage Loan, at the Net Rate) that has accrued on the Cut-off Date Principal Balance of such Mortgage Loans from the Cut-off Date to but not including the Closing Date. (d) 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 and Payments, all other recoveries of principal and interest (computed, as to each Mortgage Loan, at the Net Rate) due after the applicable Cut-off Date and all Prepayment Charges on the Mortgage Loans collected on or after the related Closing Date, subject to the rights of the Servicer under the Servicing Agreement to reimbursement for certain costs, expenses and advances incurred or made pursuant thereto. All such amounts that are collected after the applicable Cut-off Date through and including the related Closing Date shall be held and remitted by the Servicer in accordance with the terms of the Servicing Agreement. (e) On or before the Closing Date for any Loan Pool, the applicable Seller or Sellers shall deliver to the Purchaser with the Term Sheet the related Mortgage Loan Schedule, which shall be in hard copy or "“read-only" ” electronic format (as reasonably acceptable to such the Seller and the Purchaser).