Common use of CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES Clause in Contracts

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, the Originators shall sell, transfer, assign, set over and convey to the Unaffiliated Seller, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, the Originators shall sellUnaffiliated Seller hereby sells, transfertransfers, assignassigns, set sets over and convey conveys to the Unaffiliated SellerDepositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to (i) the applicable Mortgage Loans listed on the Schedule of Mortgage Loans, including attached hereto as Exhibit A (the "Purchased Loans"), (ii) the Loan Files with respect to the Purchased Loans, (iii) all principal outstanding as of, and all interest due after, of the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all Unaffiliated Seller's right, title and interest in the Loan Collateral, including, without limitation, insurance policies and (iv) all monies due or to the proceeds of such Insurance Policies become due and all of its rights under this Agreement amounts received with respect to the Mortgage Loans from and thereto after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, including, without limitation, insurance policies (collectively, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date"Purchased Assets"). Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 2.02 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Purchased Loans and the other Purchased Assets from and after the Closing Date until such time as the Certificates are paid in full or such Mortgage Loan is repurchased, if ever, under the related Pooling and Servicing Agreement. Upon the sale of such Purchased Loans, the Insurance Policies relating ownership of each related Note, each related Mortgage and the contents of the related Loan File shall immediately vest in the Depositor and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Unaffiliated Seller shall immediately vest in the Depositor. The contents of any Loan File in the possession of the Unaffiliated Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Unaffiliated Seller, shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be promptly delivered by the Unaffiliated Seller to or upon the order of the Depositor. It is the intention of the parties hereto that the conveyance by the Unaffiliated Seller of the Mortgage Loans to the Depositor shall constitute a purchase and sale of such Mortgage LoanLoans and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Unaffiliated Seller shall be deemed to have granted to the Depositor, a first priority perfected security interest in all of the Unaffiliated Seller's right, title and interest in, to and under the Mortgage Loans. The conveyance by the Unaffiliated Seller of the Mortgage Loans to the Depositor shall not constitute and is not intended to result in an assumption by the Depositor of any obligation of the Originators. Pursuant to the Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in and to the proceeds of such Insurance Policies Purchased Loans and all of its rights under this Agreement with respect the other Purchased Assets to the Mortgage Loans from and after Trustee for the related Cut-Off Datebenefit of the Owners of the Certificates.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (aThe Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, at the price and on the terms set forth herein and in the related Purchase Price and Terms Letter. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement and the related Purchase Price and Terms Letter. The Purchaser will purchase Mortgage Loan(s) from the Seller, on such Funding Dates as may be agreed upon by the Purchaser and the Seller. Each closing shall, at the Purchaser’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Closing DateFunding Date and subject to the terms and conditions of this Agreement, the Originators shall Seller will sell, transfer, assign, set over and convey to the Unaffiliated SellerPurchaser, without recourse, but subject to the terms of recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the Seller in and to the applicable Mortgage LoansLoans being conveyed by it hereunder, including all principal outstanding as of, identified on the Mortgage Loan Schedule. On the Funding Date and all interest due afterin accordance with the terms herein, the related Cut-Off DatePurchaser will pay to the Seller, by wire transfer of immediately available funds, the Insurance Policies relating to each such Mortgage Loan and all rightPurchase Price, title and interest in and according to the proceeds instructions to be provided by the Seller. The Seller, simultaneously with the payment of such Insurance Policies the Purchase Price, shall execute and all deliver to the Purchaser a Warranty Bxxx of its rights under this Agreement Sale with respect to the Mortgage Loans from and in the form annexed hereto as Exhibit H. The Purchaser shall be entitled to all scheduled principal due after the related Cut-Off off Date, all other recoveries of principal collected after the Cut-off Date and all payments of interest on the Unaffiliated Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall sell, transfer, assign, set over and convey hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the DepositorPurchaser. All scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller. Pursuant to Section 2.03 hereof, without recoursethe Seller shall have delivered a portion of each Mortgage File to the Custodian prior to the Funding Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof and the Seller’s possession of the portion of each Mortgage File so retained is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, but subject and such retention and possession by the Seller is in a custodial capacity only. On the Funding Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Seller shall maintain records (i) confirming the sale of the related Mortgage Loan to the Purchaser and (ii) confirming the Purchaser’s ownership interest in the Mortgage File. The Seller shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Seller’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this AgreementAgreement pursuant to Section 3.03, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each which cases such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller written instructions shall have hereby, and shall not be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Daterequired.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, Date the Originators shall sell, transfer, assign, set over and convey to the Unaffiliated Seller, without recourserecourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due and accruing after, the Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies from and after the Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date and on any Subsequent Transfer Date, the Originators shall sell, transfer, assign, set over and convey convey, or cause to be assigned, set over or conveyed, to the Unaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due and accruing after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Initial Cut-Off Date or the Subsequent Cut-Off Date, as applicable, and the Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the Depositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Initial Cut-Off Date or the Subsequent Cut-Off Date, as applicable. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, or caused to have sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its their rights under this Agreement with respect to the Mortgage Loans from and after the related Initial Cut-Off Date or the Subsequent Cut-Off Date, as applicable.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date and on each Subsequent Transfer Date, the Originators shall sell, transfer, assign, set over and convey to the Unaffiliated Seller, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans insurance policies from and after the related Cut-Off Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Closing Date or the Subsequent Transfer Date, as applicable. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Closing Date or the Subsequent Transfer Date, as applicable.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, Date the Originators shall sell, transfer, assign, set over and convey to the Unaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due and accruing after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, Date the Originators shall sell, transfer, assign, set over and convey convey, or cause to be assigned, set over or conveyed, to the Unaffiliated Seller, without recourserecourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due and accruing after, the Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies from and after the Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, or caused to have sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its their rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date and on each Subsequent Transfer Date, the Originators shall sell, transfer, assign, set over and convey to the Unaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans insurance policies from and after the related Cut-Off Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies insurance policies relating to each such Mortgage Loan, Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans insurance policies from and after the related Cut-Off Closing Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies insurance policies relating to each such Mortgage Loan, Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans insurance policies from and after the related Cut-Off Closing Date.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, Date the Originators Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the Unaffiliated SellerDepositor, without recourse, recourse but subject to the terms of this AgreementAgreement and each of the Assignment and Recognition Agreements, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, after giving effect to scheduled principal payments due on the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date and off Date, whether or not received (except for $88,740.18 in interest, which is being retained by the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off DateSeller), the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, or caused to have sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its their rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date and on each Subsequent Transfer Date, the Originators Seller shall sell, transfer, assign, set over and convey to the Unaffiliated SellerDepositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, together with the Mortgage Files relating thereto and all interest due after, the related Cut-Off Date, the Insurance Policies insurance policies relating to each such Mortgage Loan and all right, title and interest in and to all collections thereon and the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from thereof on and after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, relinquished all rights with respect to, and to have sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, Loans together with the Insurance Policies Mortgage Files relating thereto and the insurance policies relating to each such Mortgage Loan, Loan and all right, title and interest in and to all collections thereon and the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from thereof on and after the related Cut-Off Date, and shall have no right to sell, pledge, encumber or otherwise dispose of such Mortgage Loans. In connection with the sale, transfer, assignment and conveyance from the Seller to the Depositor, the Seller has filed, or shall cause to be filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Seller as debtor, naming the Depositor as secured party and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Seller as a debtor and the Depositor as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the interest of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans to the Depositor. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificateholders' and the [Certificate Insurer]'s interests in the Mortgage Loans.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, Date the Originators Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the Unaffiliated SellerDepositor, without recourse, recourse but subject to the terms of this AgreementAgreement and each of the Assignment and Recognition Agreements, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, after giving effect to scheduled principal payments due on the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date and off Date, whether or not received (except for $633,421.80 in interest, which is being retained by the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off DateSeller), the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, or caused to have sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its their rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, the Originators shall sellUnaffiliated Seller hereby sells, transfertransfers, assignassigns, set sets over and convey conveys to the Unaffiliated SellerDepositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to (i) the applicable Mortgage Loans listed on the Schedule of Mortgage Loans, including attached hereto as Schedule A (the "Purchased Loans"), (ii) the Loan Files with respect to the Purchased Loans, (iii) all principal outstanding as of, and all interest due after, of the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all Unaffiliated Seller's right, title and interest in the Loan Collateral, including, without limitation, insurance policies and (iv) all monies due or to the proceeds of such Insurance Policies become due and all of its rights under this Agreement amounts received with respect to the Mortgage Loans from and thereto after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, including, without limitation, insurance policies (collectively, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Date"Purchased Assets"). Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 2.02 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed such Purchased Loans and the other Purchased Assets from and after the Closing Date until such time as the Certificates are paid in full or such Mortgage Loan is repurchased under the related Pooling and Servicing Agreement, if ever, to the Depositor Depositor. Upon the sale of such Mortgage Loans, the Insurance Policies relating ownership of each related Note, each related Mortgage and the contents of the related Loan File shall immediately vest in the Depositor and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Unaffiliated Seller shall immediately vest in the Depositor. The contents of any Loan File in the possession of the Unaffiliated Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Unaffiliated Seller, shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be promptly delivered by the Unaffiliated Seller to or upon the order of the Depositor. It is the intention of the parties hereto that the conveyance by the Unaffiliated Seller of the Mortgage Loans to the Depositor shall constitute a purchase and sale of such Mortgage LoanLoans and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Unaffiliated Seller shall be deemed to have granted to the Depositor, a first priority perfected security interest in all of the Unaffiliated Seller's right, title and interest in, to and under the Mortgage Loans. The conveyance by the Unaffiliated Seller of the Mortgage Loans to the Depositor shall not constitute and is not intended to result in an assumption by the Depositor any obligation of the Originators or any other Person in connection with the Depositor. Pursuant to the Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in and to the proceeds of such Insurance Policies Purchased Loans and all of its rights under this Agreement with respect the other Purchased Assets to the Mortgage Loans from and after Trustee for the related Cut-Off Datebenefit of the Owners of the Certificates.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. (a) On the Closing Date, the Originators Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Unaffiliated SellerDepositor, without recourse, recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans insurance policies from and after the related Cut-Off Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding until such time as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage LoanLoan is repurchased hereunder, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-Off Dateif ever. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 2.02 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed to the Depositor such Mortgage Loans, the Insurance Policies insurance policies relating to each such Mortgage Loan, Loan and all right, title and interest in and to the proceeds of such Insurance Policies insurance policies from and after the Closing Date until such time as such Mortgage Loan is repurchased hereunder, if ever, to the Depositor. The Unaffiliated Seller's accounting and other records shall accurately reflect the sale of each Mortgage Loan to the Depositor. Upon the sale of such Mortgage Loans, the ownership of each related Mortgage Note, each related Mortgage and the contents of the related Mortgage File shall immediately vest in the Depositor and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Unaffiliated Seller shall immediately vest in the Depositor. The contents of any Mortgage File in the possession of the Unaffiliated Seller at any time after such sale, and any payments of principal received on the Mortgage Loans after the Cut-Off Date or interest accruing on the Mortgage Loans after the Due Date preceding the Cut-Off Date and received by the Unaffiliated Seller, shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be promptly delivered by the Unaffiliated Seller to or upon the order of the Depositor. Pursuant to the Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its rights under this Agreement with respect right, title and interest in and to the Mortgage Loans from to the Trustee for the benefit of the Certificateholders and after the related Cut-Off DateCertificate Insurer.