Common use of Conveyance of Mortgage Loans to the Depositor Clause in Contracts

Conveyance of Mortgage Loans to the Depositor. On the Closing Date, in exchange for the Certificates or the net proceeds thereof, the Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey without recourse (except as provided herein), and the Depositor does hereby purchase, all right, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule, having a Cut-off Date Balance as set forth in such Mortgage Loan Schedule. (a) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of principal due after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments of interest due after the Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment Premiums. Scheduled Monthly Payments prepaid with respect to a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but the Seller shall remit any such prepaid amounts to the Servicer for deposit into the Custodial Account for the benefit of the Depositor. (b) In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required to be deposited in the Custodial Account pursuant to Section 4.5. (c) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall vest immediately in the Depositor and shall be retained and maintained by the Seller, in trust, at the will of the Depositor and only in such custodial capacity. (d) The Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.

Conveyance of Mortgage Loans to the Depositor. On the Closing Date, in exchange for the Certificates or the net proceeds thereof, the Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey without recourse (except as provided herein), and the Depositor does hereby purchase, all right, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule, having a Cut-off Date Balance as set forth in such Mortgage Loan Schedule; provided, however that (i) the Seller does not convey to the Depositor the Seller's right to receive amounts in excess of the Repurchase Price if a Mortgage Loan is repurchased by an Originator; and (ii) the Seller only conveys Prepayment Premiums to the extent that it acquired the rights thereto from the related Originator. (a) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of principal due after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments of interest due after the Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment PremiumsPremiums to the extent conveyed. Scheduled Monthly Payments prepaid with respect to a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but the Seller shall remit any such prepaid amounts to the related Servicer for deposit into the Custodial Account for the benefit of the Depositor. (b) Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest (but none of its obligations) under the Servicing Agreements and Mortgage Loan Purchase Agreements, including the representations and warranties made by the transferors of Mortgage Loans to the Seller. The Depositor hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the such Agreements as if the Depositor had been a party to each such agreement. (c) In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required as part of the Closing Date Deposit Amount. In addition, the Seller shall remit to be deposited in the Custodial Account pursuant to Section 4.5Securities Administrator the remainder of the Closing Date Deposit Amount, if any. (cd) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall vest immediately in the Depositor and shall be retained and maintained by the Seller, in trust, at the will of the Depositor and only in such custodial capacity. (de) The Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.

Conveyance of Mortgage Loans to the Depositor. (a) On the Closing Date, in exchange for valuable consideration which the Certificates or the net proceeds thereofSellers hereby acknowledge, the each Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey and the Depositor does hereby purchase, without recourse (except as provided herein), and the Depositor does hereby purchaseon a servicing-released basis, all right, title and interest of the such Seller in and to the Mortgage Loans listed on indicated as being sold by such Seller in the Mortgage Loan Schedule, having a an aggregate Cut-off Date Balance as set forth in such Mortgage Loan Schedule. (ab) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of scheduled principal due after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments payments of interest due after on the Cut-off Date Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment Premiums; provided, however, that for any Mortgage Loan that has a “first pay” date of May 1, 2005, any scheduled principal payment due in the Due Period for the initial Payment Date will be the property of the applicable Seller. Scheduled Monthly Payments prepaid with respect to for a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but shall be the property of the Depositor. The applicable Seller shall remit to the Subservicer for deposit any such prepaid amounts to the Servicer for deposit into the Custodial Account for the benefit of the Depositor. (b) . In the case of Mortgage Loans that have been prepaid in full after the applicable Cut-off Date and prior to the Closing Date, the applicable Seller shall remit to the Master Servicer for deposit in the Custodial Collection Account the portion of any amount so prepaid that is required to be deposited in the Custodial Collection Account pursuant to Section 4.57.4. (c) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the applicable Seller shall vest immediately in the Depositor and shall be retained and maintained by the such Seller, in trust, at the will of the Depositor and only in such custodial capacity. (d) The Each Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.

Conveyance of Mortgage Loans to the Depositor. (a) On the Closing Date, in exchange for the Certificates or the net proceeds thereofgood and valuable consideration, the receipt and sufficiency of which the Sellers hereby acknowledge, each Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey to the Depositor and the Depositor does hereby purchase, without recourse (except as provided herein), and the Depositor does hereby purchaseon a servicing-released basis, all right, title and interest of the such Seller in and to to (i) the Closing Date Mortgage Loans listed on indicated as being sold by such Seller in the Closing Date Mortgage Loan Schedule, having a an aggregate Cut-off Date Balance as set forth in such Mortgage Loan Schedule; (ii) all payments on the Closing Date Mortgage Loans as provided in Section 2.1(b); (iii) the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files; (iv) any and all general intangibles consisting of, arising from or relating to any of the foregoing; (v) the property that secures the Closing Date Mortgage Loans, including the Mortgaged Properties, that has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and (vi) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property. The Depositor will pay to the Sellers the proceeds from the transfer of the Class C Certificates and the Class P Certificates on or before the close of business on the Business Day following the Closing Date or, if such proceeds are not paid by the required date, will immediately deliver the Class C Certificate and the Class P Certificates to the Sellers. (ab) The Depositor Depositor, subject to Section 2.2, shall be entitled to to: (i) all Scheduled Monthly Payments of scheduled principal on the Closing Date Mortgage Loans due after the their respective Cut-off Date, Dates; (ii) all other recoveries collections of principal collected on the Closing Date Mortgage Loans received after the their respective Cut-off Date Dates (less scheduled payments of other than principal due on or before the their respective Cut-off Date and collected after the Cut-off DateDates), ; (iii) all Scheduled Monthly Payments collections of interest due on the Closing Date Mortgage Loans (other than pre-paid interest paid at each Mortgage Loan closing with respect to Closing Date Mortgage Loans originated after June 1, 2005) at the Cut-off Date Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and ); and (iv) all Prepayment Premiums. Scheduled Monthly Payments prepaid paid prior to the Closing Date with respect to a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but shall be the property of the Depositor. The applicable Seller shall remit any such prepaid amounts to the Servicer for deposit any such prepaid amounts into the Custodial Account for the benefit of the Depositor. (b) In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required to be deposited in the Custodial Account pursuant to Section 4.5. (c) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the applicable Seller shall vest immediately in the Depositor and shall be retained and maintained by the such Seller, in trust, at the will of the Depositor and only in such custodial capacity. (d) The On or prior to the Closing Date, each Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File Files and Mortgage Loan Documents relating to the Closing Date Mortgage Loans to be purchased transferred on the related Closing Date to the Custodian at least three Business Days prior to such Closing DateTrustee and the Servicer, as applicable.

Conveyance of Mortgage Loans to the Depositor. On the Closing Date, in exchange for the Certificates or the net proceeds thereof, the Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey without recourse (except as provided herein), and the Depositor does hereby purchase, all right, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule, having a Cut-off Date Balance as set forth in such Mortgage Loan Schedule; provided, however that (i) the Seller does not convey to the Depositor the Seller's right to receive amounts in excess of the Repurchase Price if a Mortgage Loan is repurchased by an Originator; and (ii) the Seller only conveys Prepayment Premiums to the extent that it acquired the rights thereto from the related Originator. (a) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of principal due after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments of interest due after the Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment PremiumsPremiums to the extent conveyed. Scheduled Monthly Payments prepaid with respect to a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but the Seller shall remit any such prepaid amounts to the related Servicer for deposit into the Custodial Account for the benefit of the Depositor. (b) Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest (but none of its obligations) under the Servicing Agreements and Mortgage Loan Purchase 84 Agreements, including the representations and warranties made by the transferors of Mortgage Loans to the Seller. The Depositor hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the such Agreements as if the Depositor had been a party to each such agreement. (c) In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required as part of the Closing Date Deposit Amount. In addition, the Seller shall remit to be deposited in the Custodial Account pursuant to Section 4.5Securities Administrator the remainder of the Closing Date Deposit Amount, if any. (cd) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall vest immediately in the Depositor and shall be retained and maintained by the Seller, in trust, at the will of the Depositor and only in such custodial capacity. (de) The Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.

Conveyance of Mortgage Loans to the Depositor. (a) On the Closing Date, in exchange for the Certificates or (i) the net proceeds thereofof the Offered Notes, (ii) the Class N Notes and (iii) the Certificate, the Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey without recourse (except as provided herein), and the Depositor does hereby purchase, all right, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule, having a Cut-off Date Balance as set forth in such Mortgage Loan Schedule. (ab) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of principal due after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments of interest due after the Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment Premiums. Scheduled Monthly Payments prepaid with respect to a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but the Seller shall remit any such prepaid amounts to the Servicer for deposit into the Custodial Account for the benefit of the Depositor. (b) . In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required to be deposited in the Custodial Account pursuant to Section 4.5. (c) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall vest immediately in the Depositor and shall be retained and maintained by the Seller, in trust, at the will of the Depositor and only in such custodial capacity. (d) The Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.

Conveyance of Mortgage Loans to the Depositor. (a) On the Closing Date, in exchange for valuable consideration which the Certificates or the net proceeds thereofSeller hereby acknowledges, the Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey without recourse (except as provided herein), ) and the Depositor does hereby purchase, all right, title and interest of the Seller in and to (i) the Mortgage Loans listed on the Mortgage Loan ScheduleSchedules, having a an aggregate Cut-off Date Balance as set forth in such Mortgage Loan ScheduleSchedules and (ii) the Originator Purchase Agreement and the Mortgage Loan Purchase Agreement, to the extent they relate to the Mortgage Loans, and the related Bring-Down Letter. The Seller specifically reserves any right, title and interest in, to or under the Originator Purchase Agreement to the extent it relates to any mortgage loans subject to the Originator Purchase Agreement other than the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Originator is not released from liability to the Seller for any breaches of any representations, warranties or covenants made by the Originator in the Originator Purchase Agreement prior to the Closing Date regardless of when such breaches are discovered or made known. (ab) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of scheduled principal due on or after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments payments of interest due after on the Cut-off Date Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment Premiums. Scheduled Monthly Payments prepaid with respect to for a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but shall be the property of the Depositor. The Seller shall remit any such prepaid amounts to the Servicer for deposit any such prepaid amounts into the Custodial Account for the benefit of the Depositor. (b) . In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required to be deposited in the Custodial Account pursuant to Section 4.54.4. (c) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall vest immediately in the Depositor and shall be retained and maintained by the Seller, in trust, at the will of the Depositor and only in such custodial capacity. (d) The Seller shall deliver the Mortgage Loan ScheduleSchedules, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.

Conveyance of Mortgage Loans to the Depositor. On the Closing Date, in exchange for the Certificates or the net proceeds thereof, the Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey without recourse (except as provided herein), and the Depositor does hereby purchase, all right, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule, having a Cut-off Date Balance as set forth in such Mortgage Loan Schedule; provided, however that (i) the Seller does not convey to the Depositor the Seller's right to receive amounts in excess of the Repurchase Price if a Mortgage Loan is repurchased by an Originator; and (ii) the Seller only conveys Prepayment Premiums to the extent that it acquired the rights thereto from the related Originator. (a) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of principal due after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments of interest due after the Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment PremiumsPremiums to the extent conveyed. Scheduled Monthly Payments prepaid with respect to a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but the Seller shall remit any such prepaid amounts to the related Servicer for deposit into the Custodial Account for the benefit of the Depositor. (b) Concurrently with the execution and delivery of this Agreement, the Seller hereby assigns to the Depositor all of its rights and interest (but none of its obligations) under the Servicing Agreements and Mortgage Loan Purchase Agreements. The Depositor hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under the such Agreements as if the Depositor had been a party to each such agreement. (c) In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the related Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required to be deposited in the Custodial Account pursuant to Section 4.5the applicable Servicing Agreement. (cd) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall vest immediately in the Depositor and shall be retained and maintained by the Seller, in trust, at the will of the Depositor and only in such custodial capacity. (de) The Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.

Conveyance of Mortgage Loans to the Depositor. (a) On the Closing Date, in exchange for the Certificates or the net proceeds thereofgood and valuable consideration, the receipt and sufficiency of which the Sellers hereby acknowledge, each Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey to the Depositor and the Depositor does hereby purchase, without recourse (except as provided herein), and the Depositor does hereby purchaseon a servicing-[released] [retained] basis, all right, title and interest of the such Seller in and to to (i) the Closing Date Mortgage Loans listed on indicated as being sold by such Seller in the Closing Date Mortgage Loan Schedule, having a an aggregate Cut-off Date Balance as set forth in such Mortgage Loan Schedule; (ii) all payments on the Closing Date Mortgage Loans as provided in Section 2.1(b); (iii) the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files; (iv) any and all general intangibles consisting of, arising from or relating to any of the foregoing; (v) the property that secures the Closing Date Mortgage Loans, including the Mortgaged Properties, that has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and (vi) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property. The Depositor will pay to the Sellers the proceeds from the transfer of the Class C Certificates and the Class P Certificates on or before the close of business on the Business Day following the Closing Date or, if such proceeds are not paid by the required date, will immediately deliver the Class C Certificate and the Class P Certificates to the Sellers. (ab) The Depositor Depositor, subject to Section 2.2, shall be entitled to to: (i) all Scheduled Monthly Payments of scheduled principal on the Closing Date Mortgage Loans due after the their respective Cut-off Date, Dates; (ii) all other recoveries collections of principal collected on the Closing Date Mortgage Loans received after the their respective Cut-off Date Dates (less scheduled payments of other than principal due on or before the their respective Cut-off Date and collected after the Cut-off DateDates), ; (iii) all Scheduled Monthly Payments collections of interest due on the Closing Date Mortgage Loans (other than pre-paid interest paid at each Mortgage Loan closing with respect to Closing Date Mortgage Loans originated after , 200 ) at the Cut-off Date Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and ); and (iv) all Prepayment Premiums. Scheduled Monthly Payments prepaid paid prior to the Closing Date with respect to a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but shall be the property of the Depositor. The applicable Seller shall remit to the Master Servicer for deposit any such prepaid amounts to the Servicer for deposit into the Custodial Account for the benefit of the Depositor. (b) In the case of Mortgage Loans that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required to be deposited in the Custodial Account pursuant to Section 4.5. (c) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the applicable Seller shall vest immediately in the Depositor and shall be retained and maintained by the such Seller, in trust, at the will of the Depositor and only in such custodial capacity. (d) The On or prior to the Closing Date, each Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File Files and Mortgage Loan Documents relating to the Closing Date Mortgage Loans to be purchased transferred on the related Closing Date to the Custodian at least three Business Days prior to such Closing DateTrustee and the Master Servicer, as applicable.

Conveyance of Mortgage Loans to the Depositor. (a) On the Closing Date, in exchange for valuable consideration which the Certificates or the net proceeds thereofSellers hereby acknowledge, the each Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey and the Depositor does hereby purchase, without recourse (except as provided herein), and the Depositor does hereby purchaseon a servicing-released basis, all right, title and interest of the such Seller in and to the Mortgage Loans listed on indicated as being sold by such Seller in the Mortgage Loan Schedule, having a an aggregate Cut-off Date Balance as set forth in such Mortgage Loan Schedule. (ab) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of scheduled principal due after the Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments payments of interest due after on the Cut-off Date Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment Premiums; provided, however, that for any Mortgage Loan that has a “first pay” date of , 200 , any scheduled principal payment due in the Due Period for the initial Payment Date will be the property of the applicable Seller. Scheduled Monthly Payments prepaid with respect to for a Due Date after the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but shall be the property of the Depositor. The applicable Seller shall remit any such prepaid amounts to the Servicer for deposit any such prepaid amounts into the Custodial Account for the benefit of the Depositor. (b) . In the case of Mortgage Loans that have been prepaid in full after the applicable Cut-off Date and prior to the Closing Date, the applicable Seller shall remit to the Master Servicer for deposit in the Custodial Collection Account the portion of any amount so prepaid that is required to be deposited in the Custodial Collection Account pursuant to Section 4.57.4. (c) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the applicable Seller shall vest immediately in the Depositor and shall be retained and maintained by the such Seller, in trust, at the will of the Depositor and only in such custodial capacity. (d) The Each Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date.