Common use of Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files Clause in Contracts

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, the Seller may sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms hereof, all the right, title and interest of the Seller in and to each Mortgage Loan identified on such Transfer Supplement, including Wet Funded Loans; provided, however, that the Purchaser shall not at any time be required to purchase Mortgage Loans to the extent that, after giving effect to such purchase, the Outstanding Program Amount is greater than the then-current Program Size; provided, further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan. In connection with the sale of Mortgage Loans to the Purchaser, the Seller shall sell, transfer, assign, set over and convey to the Purchaser all right, title and interest of the Seller in and to the servicing rights related to such Mortgage Loans. The Seller shall provide a notice to the Purchaser, the Servicer, the Collateral Agent and the Swap Counterparty not later than 12:00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), or 4:00 p.m. (New York City time) (where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on the Closing Date of its intention to sell a Portfolio to the Purchaser pursuant to a Transfer Supplement. In such notice, the Seller shall inform the Purchaser of the aggregate principal balance of the Mortgage Loans that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by the Seller to the Purchaser as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the Seller and the Purchaser at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Purchaser may not purchase any Mortgage Loans during the continuation of an Extended Note Amortization Event or a Termination Event.

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, the Seller may sell, transfer, assign, set over and convey to the PurchaserIssuer, without recourse, but subject to the terms hereof, all the right, title and interest of the Seller in and to each Mortgage Loan identified on such Transfer Supplement, including Wet Funded Loans; provided, however, that the Purchaser Issuer shall not at any time be required to purchase Mortgage Loans to the extent that, after giving effect to such purchase, the aggregate Outstanding Program Amount Purchase Price of Mortgage Loans owned by the Issuer is greater than the then-current Program Size; provided, further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan. In connection with the sale of Mortgage Loans to the PurchaserIssuer, the Seller shall sell, transfer, assign, set over and convey to the Purchaser Issuer all right, title and title, interest of the Seller in and to the servicing rights related to such Mortgage Loans. The Seller shall provide a notice to the Purchaser, the ServicerIssuer, the Collateral Agent Agent, the Indenture Trustee and the each Swap Counterparty not later than 12:00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), or 4:00 6:00 p.m. (New York City time) (where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) Eastern time on the Business Day preceding the related Closing Date of its intention to sell a Portfolio to the Purchaser Issuer pursuant to a Transfer SupplementSupplement (each, a “Purchase Notice”). In such noticePurchase Notice, the Seller shall inform the Purchaser Issuer of the intent to sell Mortgage Loans and the proposed aggregate principal balance Initial Purchase Price for each portfolio of the Mortgage Loans that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by the Seller to the Purchaser Issuer as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the Seller and the Purchaser Issuer at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Purchaser Issuer may not purchase any Mortgage Loans during the continuation of an Extended Note Amortization Event or a Termination following the occurrence of an Early Accumulation Event.

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, the Seller may sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms hereof, all the right, title and interest of the Seller in and to each Mortgage Loan and any Additional Balance related to any HELOC purchased by the Purchaser on a prior Closing Date identified on such Transfer Supplement, including Wet Funded Loans; provided, however, that the Purchaser shall not at any time be required to purchase Mortgage Loans to the extent that, after giving effect to such purchase, the or any Additional Balances having an aggregate Outstanding Program Amount is Purchase Price greater than the sum of (i) the then-current Program SizeUtilization Amount, less (ii) the aggregate Outstanding Purchase Price of all Mortgage Loans (including any Additional Balance previously purchased by the Purchaser with respect thereto) owned by the Purchaser at such time; provided, provided further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan; and provided, further, that any transfer of a HELOC on a Closing Date shall include all right, title and interest of the Seller in, to and under such Mortgage Loan including its unpaid principal balance on such Closing Date, but shall not include any future Draws on such HELOC, which the Seller may elect to sell to the Purchaser as an Additional Balance on a subsequent Closing Date. In connection with the sale of Mortgage Loans to the Purchaser, the Seller shall sell, transfer, assign, set over and convey to the Purchaser all right, title and interest of the Seller in and to the servicing rights related to such Mortgage Loans. The Seller shall provide a notice to the Purchaser, the Servicer, the Indenture Trustee, the Collateral Agent and the each Swap Counterparty not later than 12:00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), or 4:00 p.m. (New York City time) (where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on the Closing Date of its intention to sell a Portfolio to the Purchaser pursuant to a Transfer Supplement. In such notice, the Seller shall inform the Purchaser of the aggregate principal balance of the Mortgage Loans and Additional Balances that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by the Seller to the Purchaser as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the Seller and the Purchaser at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Purchaser may not purchase any (i) Mortgage Loans or Additional Balances during the continuation of an Extended Note Amortization Event Event, or a Termination Event, or (ii) any Junior Loans or Additional Balances during the continuation of a Junior Loan Exposure Trigger Event.

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, the each Seller may sell, transfer, assign, set over and convey to the PurchaserIssuer, without recourse, but subject to the terms hereof, all the right, title and interest of the such Seller in and to each Mortgage Loan and any Additional Balance related to any HELOC purchased by the Issuer on a prior Closing Date identified on such Transfer Supplement, including Wet Funded Loans; provided, however, that the Purchaser Issuer shall not at any time be required to purchase Mortgage Loans to the extent that, after giving effect to such purchase, the or any Additional Balances having an aggregate Outstanding Program Amount is Purchase Price greater than the sum of (i) the then-current Program Facility Size, less (ii) the aggregate Outstanding Purchase Price of all Mortgage Loans (including any Additional Balance previously purchased by the Issuer with respect thereto) owned by the Issuer at such time; provided, provided further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan; provided, further, that mortgage loans originated by NCMC may only be sold to the Issuer after the NCMC Effective Date; provided, further, that any transfer of a HELOC on a Closing Date shall include all right, title and interest of such Seller in, to and under such Mortgage Loan including its unpaid principal balance on such Closing Date, but shall not include any future Draws on such HELOC, which such Seller may elect to sell to the Issuer as an Additional Balance on a subsequent Closing Date; provided, finally, that the Issuer shall not purchase Mortgage Loans on any day unless, after giving effect to any issuance of Secured Liquidity Notes on such day, the payment of Secured Liquidity Notes maturing or matured on such day, the payment of outstanding Extended Notes on such day, the issuance of the Subordinated Notes on such day, the payment of outstanding Subordinated Notes maturing or matured on such day and the purchase and sale of Mortgage Loans on such day, the Borrowing Base Test is satisfied. In connection with the sale of Mortgage Loans to the PurchaserIssuer, the each Seller shall sell, transfer, assign, set over and convey to the Purchaser Issuer all right, title and interest of the such Seller in and to the servicing rights related to such Mortgage Loans. The applicable Seller shall provide a notice to the PurchaserIssuer, the Servicer, the Indenture Trustee, the Collateral Agent and the each Swap Counterparty not later than 12:00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), or 4:00 p.m. (New York City time) (where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on the Closing Date of its intention to sell a Portfolio to the Purchaser pursuant to a Transfer Supplementas required by Section 2.2 hereof. In such notice, the applicable Seller shall inform the Purchaser Issuer of the aggregate principal balance of the Mortgage Loans and Additional Balances that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by the such Seller to the Purchaser Issuer as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the applicable Seller and the Purchaser Issuer at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Purchaser Issuer may not purchase any (i) Mortgage Loans or Additional Balances during the continuation of an Extended Note Amortization Event Event, or a Termination Event, or (ii) any Junior Loans or Additional Balances during the continuation of a Junior Loan Exposure Trigger Event.