Common use of Purchase and Conveyance Clause in Contracts

Purchase and Conveyance. The Seller/Servicer, in exchange for the payment of the Purchase Price by the Purchaser on the Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having a Cut-off Date Principal Balance as reflected on the Mortgage Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the Cut-off Date, (b) all other payments and/or recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller/Servicer after the 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 Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit 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 Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller/ServicerSeller 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 exchange for an amount as set forth in the payment 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 Purchase Price Mortgage Loans accepted by the Purchaser on the each Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having a Cut-off Date Principal Balance as reflected on the Mortgage Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale Seller, simultaneously with the delivery of the Mortgage Loans by Loan Schedule with respect to the Seller/Servicer is related Mortgage Loan Package to be purchased on a servicing-retained basis with a Servicing Fee Rate as set forth each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the Mortgage Loan Scheduleform 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 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/Servicer 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 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/ServicerSeller agrees to sell and Purchaser agrees to purchase on each Closing Date, in exchange for the payment of the Purchase Price by the Purchaser on the related Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer Seller in and to Mortgage Loans listed on the related Mortgage Loan Schedule and having a the Cut-off Date Principal Balance as reflected set forth on the related Mortgage Loan Schedule 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 sale of the Mortgage Loans by the Seller/Servicer Seller is on a servicing-retained basis with a Servicing Fee Rate servicing fee as set forth out in the Mortgage Loan Schedulerelated 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 Seller/Servicer Seller 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 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/Servicer Seller shall remit 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 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 On each related Closing Date, the Seller/Servicer, 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 on the Closing DatePurchaser, 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 of the Seller/Servicer in and to the Mortgage Loans in the related Mortgage Loan Package having a an aggregate principal balance on the related Cut-off Date Principal Balance in an amount as reflected on set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Schedule Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule, 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 applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Seller/Servicer after the applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, 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 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 Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit 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 Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller/Servicer, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, hereby sellsagrees to sell, transferstransfer, assignsassign, sets set over and conveys convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest of the Seller/Servicer in and to the Mortgage Loans in a Mortgage Loan Package having a an aggregate Stated Principal Balance on the related Cut-off Date Principal Balance in an amount as reflected on set forth in the related Term 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 Loan Schedule Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule, 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 applicable Cut-off Date, Date and (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Seller/Servicer after the applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, 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 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 Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit 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 Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The On each related Closing Date, the Seller/Servicer, 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 on the Closing DatePurchaser, 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 of the Seller/Servicer in and to the Mortgage Loans in the related Mortgage Loan Package having a an aggregate principal balance on the related Cut-off Date Principal Balance in an amount as reflected on set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Schedule Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Seller/Servicer after the applicable 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 applicable Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit 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 Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller/ServicerSeller 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 exchange for an amount as set forth in the payment 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 Purchase Price Mortgage Loans accepted by the Purchaser on the each Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having a Cut-off Date Principal Balance as reflected on the Mortgage Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale Seller, simultaneously with the delivery of the Mortgage Loans by Loan Schedule with respect to the Seller/Servicer is related Mortgage Loan Package to be purchased on a servicing-retained basis with a Servicing Fee Rate as set forth each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the Mortgage Loan Scheduleform 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 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/Servicer 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 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/Servicer, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, hereby sellsagrees to sell, transferstransfer, assignsassign, sets set over and conveys convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest of the Seller/Servicer in and to the Mortgage Loans in a Mortgage Loan Package having a an aggregate principal balance on the related Cut-off Date Principal Balance in an amount as reflected on set forth in the related Term 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 Loan Schedule Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule, 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 applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Seller/Servicer after the applicable 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 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 Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit 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 Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The On each related Closing Date, the Seller/Servicer, 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 on the Closing DatePurchaser, 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 of the Seller/Servicer in and to the Mortgage Loans in the related Mortgage Loan Package having a an aggregate principal balance on the related Cut-off Date Principal Balance in an amount as reflected on set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Schedule Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule, 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 applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off applicable Cutoff Date and collected by the Seller/Servicer after the applicable 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 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 Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the applicable Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit 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 Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller/Servicer, in exchange for the payment of the Purchase Price by the Purchaser 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 of the Seller/Servicer in and to the Mortgage Loans Loans, including the related Mortgage Notes and Mortgages, having a Cut-off Date Stated Principal Balance in an amount as reflected on set forth in the Mortgage Loan Schedule Schedule, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is , on a servicing-servicing retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedulebasis. 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 Cut-off Date, (b2) all other payments and/or recoveries of principal collected after the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the Cut-off Date and collected by the Seller/Servicer Seller or any successor servicer after the Cut-off Date shall belong to the Seller/Servicer) ), 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 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 Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the Cut-off Dateprincipal balance. Such prepaid amounts (minus the applicable Servicing Fee) Monthly Payments shall be the property of the Purchaser. The Seller/Servicer Seller shall remit 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 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 Cut-off Date shall belong to the Purchasercollection thereof.

Purchase and Conveyance. The On each Closing Date, the Seller/Servicer, in exchange for simultaneously with the payment of the Purchase Price by shall execute and deliver to the Purchaser an Assignment and Conveyance in the form attached hereto as Exhibit 12 with respect to the Mortgage Loans identified on the Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having a Cut-off Date Principal Balance as reflected on the related Mortgage Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained thereinattached thereto. The sale of the Mortgage Loans by the Seller/Servicer Seller is on a servicing-retained basis with a Servicing Fee Rate servicing fee as set forth out in the Mortgage Loan Schedulerelated 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 Cut-off Date, (b) all other payments and/or recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller/Servicer Seller after the 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 Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer Seller shall remit 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 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 Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. The Seller/Servicer, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, 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 of the Seller/Servicer in and to the Mortgage Loans in a Mortgage Loan Package having a an aggregate principal balance on the related Cut-off Date Principal Balance in an amount as reflected on set forth in the related Term 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 Loan Schedule Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Seller/Servicer after the applicable 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 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/Servicer 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 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/ServicerSeller 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 exchange for an amount as set forth in the payment related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Purchase Price Mortgage Loans accepted by the Purchaser on the each Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having a Cut-off Date Principal Balance as reflected on the Mortgage Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale Seller, simultaneously with the delivery of the Mortgage Loans by Loan Schedule with respect to the Seller/Servicer is related Mortgage Loan Package to be purchased on a servicing-retained basis with a Servicing Fee Rate as set forth each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the Mortgage Loan Scheduleform 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 (providedDate, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller/Servicer after the Cut-off Date shall belong to the Seller/Servicer) 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/Servicer 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 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 Each Closing shall take place on the related Closing Date. Subject to the terms of this Agreement and satisfaction of the Closing conditions, the Seller/Servicer, in exchange for the payment of the Purchase Price by the Purchaser on the each Closing Date, hereby sellsagrees to sell, transferstransfer, assignsassign, sets set over and conveys convey to the Purchaser, without recourse, but subject to the terms all of this Agreement, all its rights, title and interest of the Seller/Servicer in and to the Mortgage Loans having a Cut-off Date Principal Balance as reflected set forth on the Mortgage Loan Schedule together with attached to the related Mortgage Files Bill of Sale and all rights and obligations arising under the documents contained thereinServicing Rights related thereto. The sale obligation of Purchaser to purchase any Mortgage Loan from Seller and of Seller to sell any Mortgage Loans to Purchaser on a Closing Date is contingent upon all Closing Conditions (as defined in Section 8 hereto) having been met, including, but not limited to the satisfactory due diligence review and examination of the Mortgage Loan Documents prior to such Closing Date in accordance with Section 5 by Purchaser or its designee to confirm that such Mortgage Loans by conform to the Seller/Servicer is on a servicing-retained basis terms of the related Bill of Sale and this Agreement. After each Closing, with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule. With respect to each related Mortgage Loan purchasedLoan, the Purchaser shall own and be entitled to receive: (a1) all scheduled Monthly Payments received or collected after the related Cut-off Date, (2) all other recoveries of principal due or interest collected after the Cut-off Date, and (b3) all other payments and/or recoveries of principal monies collected by the Seller and Interim Servicer or received after the related Cut-off Date (provided, however, that all scheduled payments of principal due on relating to or before the Cut-off Date and collected by the Seller/Servicer after the Cut-off Date shall belong to the Seller/Servicer) and (c) all payments of interest on the in connection with such Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the Cut-off Date). For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit 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 Cut-off Date shall belong to the PurchaserLoan.

Purchase and Conveyance. The Seller/ServicerSeller 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 exchange for an amount as set forth in the payment related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the aggregate actual unpaid principal balance of the Purchase Price Mortgage Loans accepted by the Purchaser on the each Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having a Cut-off Date Principal Balance as reflected on the Mortgage Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale Seller, simultaneously with the delivery of the Mortgage Loans by Loan Schedule with respect to the Seller/Servicer is related Mortgage Loan Package to be purchased on a servicing-retained basis with a Servicing Fee Rate as set forth each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the Mortgage Loan Scheduleform 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 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 Cut-off Date shall belong to the Seller/Servicer(c) and (c3) 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/Servicer Seller shall remit 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 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 Cut-off Date shall belong Seller to the Purchaser.

Purchase and Conveyance. The Seller/ServicerSeller 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 exchange for an amount as set forth in the payment related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Purchase Price Mortgage Loans accepted by the Purchaser on the each Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all rights, title and interest of the Seller/Servicer in and to Mortgage Loans having a Cut-off Date Principal Balance as reflected on the Mortgage Loan Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The sale Seller, simultaneously with the delivery of the Mortgage Loans by Loan Schedule with respect to the Seller/Servicer is related Mortgage Loan Package to be purchased on a servicing-retained basis with a Servicing Fee Rate as set forth each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the Mortgage Loan Scheduleform 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 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/Servicer 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 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.