Common use of Purchase and Conveyance Clause in Contracts

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Letter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer after the related Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to timeSeller/Servicer, and in exchange for the payment of the Purchase Price by the Purchaser agrees on the Closing Date, hereby sells, transfers, assigns, sets over and conveys to purchase from time the Purchaser, without recourse, but subject to timethe terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having an aggregate principal balance on the related a Cut-off Date in an amount Principal Balance as set forth in the related Purchase Price and Terms Letter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of reflected on the Mortgage Loans accepted by the Purchaser on each Closing Date, Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery sale of the Mortgage Loan Schedule Loans by the Seller/Servicer is on a servicing-retained basis with respect to a Servicing Fee Rate as set forth in the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")Schedule. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller/Servicer after the related Cut-off Date shall belong to the Seller), /Servicer) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller Seller/Servicer shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Seller/Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to sell from time the Purchaser, without recourse, but subject to timethe terms of this Agreement, all of its rights, title and interest in and to the Purchaser agrees to purchase from time to time, Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterAgreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related applicable Cut-off Date and collected by the Servicer after the related applicable Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related applicable Cut-off Date). For ) and (d) all BPP Mortgage Loan Payments payable by the purposes of this Agreement, payments of Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest prepaid for a Due Date beyond due after the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to sell from time the Purchaser, without recourse, but subject to timethe terms of this Agreement, all of its rights, title and interest in and to the Purchaser agrees to purchase from time to time, Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterAgreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related applicable Cut-off Date and collected by the Servicer after the related applicable Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related applicable Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to timeon each Closing Date, Mortgage Loans having an aggregate principal balance in exchange for the payment of the Purchase Price by Purchaser on the related Closing Date, without recourse, but subject to the terms of this Agreement, all rights, title and interest of Seller in and to Mortgage Loans listed on the related Mortgage Loan Schedule and having the Cut-off Date in an amount as Principal Balance set forth in on the related Purchase Price and Terms Letter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing DateLoan Schedule, together with the related Mortgage Files and all rights and obligations arising under the documents contained thereintherein other than the servicing rights thereto. The Seller, simultaneously with the delivery sale of the Mortgage Loan Schedule Loans by Seller is on a servicing-retained basis with respect to a servicing fee as set out in the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")Commitment Letter. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer Seller after the related Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the LPMI fee and the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer Seller to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to sell from time the Purchaser, without recourse, but subject to timethe terms of this Agreement, all of its rights, title and interest in and to the Purchaser agrees to purchase from time to time, Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterAgreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal portion of all Monthly Payments due (or received in the case of the Option ARM Mortgage Loans) after the related applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related applicable Cut-off Date and collected by the Servicer after the related applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related applicable Cut-off Date). For ) and (d) all BPP Mortgage Loan Payments payable by the purposes of this Agreement, payments of Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest prepaid for a Due Date beyond due after the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, hereby agrees to sell from time sell, transfer, assign, set over and convey to timethe Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Purchaser agrees to purchase from time to time, Mortgage Loans in a Mortgage Loan Package having an aggregate principal balance Stated Principal Balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterTerm Sheet, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal portion of all Monthly Payments due (or received in the case of the Option ARM Mortgage Loans) after the related applicable Cut-off Date, Date and (b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related applicable Cut-off Date and collected by the Servicer after the related applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related applicable Cut-off Date). For ) and (d) all BPP Mortgage Loan Payments payable by the purposes of this Agreement, payments of Servicer pursuant to Subsection 11.25 with respect to scheduled principal and interest prepaid for a Due Date beyond due after the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Letter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "“Assignment and Conveyance Agreement"”). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer after the related Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, hereby agrees to sell from time sell, transfer, assign, set over and convey to timethe Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Purchaser agrees to purchase from time to time, Mortgage Loans in a Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterTerm Sheet, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related applicable Cut-off Date and collected by the Servicer after the related applicable Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related applicable Cut-off Date). For ) and (d) all BPP Mortgage Loan Payments payable by the purposes of this Agreement, payments of Servicer pursuant to Subsection 11.25 with respect to scheduled principal and interest prepaid for a Due Date beyond due after the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Letter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on On each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery payment of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, Purchase Price shall execute and deliver to the Purchaser an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (12 with respect to the "Assignment and Conveyance Agreement")Mortgage Loans identified on the related Mortgage Loan Schedule attached thereto. The sale of the Mortgage Loans by Seller is on a servicing-retained basis with a servicing fee as set out in the related Commitment Letter. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer Seller after the related Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer Seller to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to sell from time the Purchaser, without recourse, but subject to timethe terms of this Agreement, all of its rights, title and interest in and to the Purchaser agrees to purchase from time to time, Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterAgreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off applicable Cutoff Date and collected by the Servicer after the related applicable Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related applicable Cut-off Date). For ) and (d) all BPP Mortgage Loan Payments payable by the purposes of this Agreement, payments of Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest prepaid for a Due Date beyond due after the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterAgreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer after the related Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, without recourse, but subject to the terms of this Agreement and on a servicing retained basis, all right, title and interest of the Seller in and to the Mortgage Loans in a Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date a Stated Principal Balance in an amount as set forth in the related Purchase Price and Terms LetterPPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with other than the delivery of the servicing rights to such Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")Loans. With respect to each Mortgage Loan purchasedLoan, the Purchaser shall own and be entitled to receive: (a1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (b2) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Servicer Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (c3) all payments of interest on the Mortgage Loans net of at the Servicing Fee Mortgage Loan Remittance Rate (minus that portion of any such interest payment that which is allocable to the period prior to the related Cut-off Date). For The Stated Principal Balance of each Mortgage Loan as of the purposes related Cut-off Date is determined after application of this Agreement, payments of scheduled principal and interest prepaid due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Dateprincipal balance. Such prepaid amounts (minus the applicable Servicing Fee) Monthly Payments shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer Monthly Payments to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchasercollection thereof. SECTION 3.

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate actual unpaid principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterAgreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the aggregate actual aggregate unpaid principal balance of the Mortgage Loans accepted by the Purchaser on each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled actual principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer after the related Cut-off Date shall belong to the Seller), and (c) and (3) all payments of interest on the Mortgage Loans net of the applicable Servicing Fee Fees (minus that portion of any such interest payment that which is allocable to the period prior to the related Cut-off Date). For The outstanding principal balance of each Mortgage Loan as of the purposes related Cut-off Date is determined after application of this Agreementpayments of principal due on or before the related Cut-off Date, to the extent actually collected, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance principal balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, Purchaser for subsequent remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong Seller to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to timeSeller, and in exchange for the payment of the applicable Purchase Price by the Purchaser agrees on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to purchase from time the Purchaser, without recourse, but subject to timethe terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in a Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterTerm Sheet, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans Loan Package accepted by the Purchaser on each the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related applicable Cut-off Date and collected by the Servicer after the related applicable Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related applicable Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller agrees to sell from time to timeSeller, and in exchange for the payment of the Purchase Price by the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the Closing Date, the receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Cut-off Date Mortgage Notes and Mortgages, having a Stated Principal Balance in an amount as set forth in the related Purchase Price and Terms Letter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing DateLoan Schedule, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement")a servicing retained basis. With respect to each Mortgage Loan purchasedLoan, the Purchaser shall own and be entitled to receive: (a1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (b2) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Servicer Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (c3) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that which is allocable to the period prior to the related Cut-off Date). For The Stated Principal Balance of each Mortgage Loan as of the purposes Cut-off Date is determined after application of this Agreement, payments of scheduled principal and interest prepaid due on or before the Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Dateprincipal balance. Such prepaid amounts (minus the applicable Servicing Fee) Monthly Payments shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer Monthly Payments to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchasercollection thereof.

Purchase and Conveyance. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms LetterAgreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "“Assignment and Conveyance Agreement"”). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer after the related Cut-off Date shall belong to the Seller)Date, and (c) all payments of interest on the Mortgage Loans Loans, net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.