Purchase and Sale of Mortgage Loans. The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Trust, without recourse but subject to the terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Mortgage Loans, including the outstanding principal as of and interest due and accruing after the Cut-Off Date on such Mortgage Loans, and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights under the Unaffiliated Seller's Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement.
Purchase and Sale of Mortgage Loans. From time to time, Correspondent may sell to CMI and CMI may purchase from Correspondent one or more residential mortgage, home equity or other loans (“Loan(s)”) in accordance with the terms, conditions, requirements, procedures, representations and warranties set forth in the “CitiMortgage, Inc. Correspondent Manual” and all amendments, bulletins, program requirements and supplements to such Manual (collectively hereinafter referred to as the “CMI Manual”), and this Agreement. CMI and Correspondent agree that the CMI Manual is incorporated by reference herein and is part of this Agreement. Further, CMI and Correspondent agree that Citibank, FSB; Citibank (West), FSB; and Citibank, N.A. are intended third party beneficiaries of this Agreement. For each Loan offered for sale by Correspondent to CMI, Correspondent will deliver Loan documentation to CMI in accordance with the applicable terms, conditions, requirements, procedures, representations and warranties set forth in the CMI Manual. CMI may purchase Loans with or without conducting a complete review of the Loan documentation. CMI’s review of, or failure to review, all or any portion of the Loan documentation shall not affect CMI’s rights to demand repurchase of a Loan or any other CMI right or remedy provided by this Agreement. For each Loan CMI agrees to purchase, CMI shall pay the amount agreed upon by CMI and Correspondent (“Purchase Price”) in accordance with the applicable provisions of the CMI Manual. CMI may offset against the Purchase Price any outstanding fees or other amounts owing from Correspondent to CMI in connection with the particular purchase or other transactions. As of the date CMI purchases each Loan, Correspondent will (i) transfer to CMI all of its right, title and interest in and to each Loan, including without limitation all documents held or subsequently acquired by Correspondent relating to each Loan and (ii) execute all documents necessary to transfer such right, title and interest to CMI.
Purchase and Sale of Mortgage Loans. The Participating Lender agrees to sell and the Agency agrees to purchase Mortgage Loans that have been properly reserved with the Agency, and meet the eligibility requirements of the Agency, and any insurer and/or guarantor thereof, or Investor therein.
Purchase and Sale of Mortgage Loans. Deposit of Derivatives.
Purchase and Sale of Mortgage Loans. During the term of this Agreement, Seller may offer for sale to Purchaser, and Purchaser may agree to purchase from Seller, eligible Mortgage Loans pursuant to the terms and conditions of this Agreement, pursuant to a Commitment procedure, as follows: At any time during the term of this Agreement, the parties may enter into a written or an oral Commitment for the sale and purchase of specifically identified Mortgage Loans. As part of such Commitment, the parties will agree to a Purchase Price and certain other material terms applicable to the Mortgage Loans to be sold there under. The Purchase Price for each eligible Mortgage Loan shall be based on the market price, plus Service Release Premium, adjusted as applicable based on the adjustment provisions posted on Purchaser’s rate sheets, in Purchaser’s Residential Lending Products Manual, and/or on the SRP Database (collectively, the “Product Pricing Materials”). The Purchase Price is additionally subject to adjustments by Purchaser for underwriting or other factors listed in Purchaser’s Product Pricing Materials prior to the purchase. The Purchase Price shall apply only to Mortgage Loans bearing the specified rate of interest and complying with the other terms as set forth in the Commitment and this Agreement. The Commitment is binding between Seller and Purchaser and, provided that such Mortgage Loans are in fact closed (as between the Seller as lender and the respective borrowers), shall constitute and require delivery by Seller to Purchaser of the specific Mortgage Loans covered thereby. For purposes of this Agreement, eligible Mortgage Loans include only such loans as comply with Purchaser’s investor requirements set forth in Purchaser’s Residential Lending Products Manual, as such Manual may be amended from time to time in Purchaser’s discretion. Without limiting the foregoing, eligible Mortgage Loans include those underwritten and approved in accordance with the investor Delegated Underwriting (“DU”) systems or procedures, as they may be amended from time to time.
Purchase and Sale of Mortgage Loans. (a) On or before the business day immediately preceding each Transfer Date, the Seller shall deliver to the Purchaser or to a custodian designated by the Purchaser the following for each Mortgage Loan purchased as the Purchaser may direct:
Purchase and Sale of Mortgage Loans. The Depositor does hereby sell, transfer, assign, set over and convey to the Trust, without recourse, but subject to the terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Mortgage Loans, including the outstanding principal of, and interest due on, such Mortgage Loans listed on Schedule I attached hereto, and all other assets included or to be included in the Trust Estate. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of certain representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement.
Purchase and Sale of Mortgage Loans. Cendant agrees to purchase from MLCC, and MLCC agrees to sell to Cendant, all right, title and interest in and to all Cendant Loans that have been (i) purchased by MLCC pursuant to the Correspondent Lending Program or (ii) originated by MLCC pursuant to the Mortgage Broker Program, in each case other than Program Exception Loans (collectively, the “Program Loans”), including the right to service such Program Loans, collect the servicing fee on such Program Loans, and collect any income related thereto (the “Program Servicing Rights”), subject to the respective representations, warranties, obligations and covenants of MLCC and Cendant under the Purchase Agreement, including the obligation of Cendant to service such Program Loans in accordance with the Servicing Provisions. Cendant covenants and agrees that in exercising and performing all acts necessary and incident to the Program Servicing Rights, it will do so in accordance with the Servicing Provisions.
Purchase and Sale of Mortgage Loans. From time to time pursuant to ----------------------------------- this Agreement, Seller shall sell and Buyer shall buy mortgage loans on real estate (hereinafter collectively called the "Mortgage Loans" and individually the "Mortgage Loan"). This Agreement shall govern the sale and transfer of such Mortgage Loans by Seller to Buyer and each such Mortgage Loan shall be subject to the warranties, representations, and agreements set forth herein, subject, however, to the terms and conditions of any separate written offering or commitment letters applying to the Mortgage Loans. All future purchases of Mortgage Loans by Buyer from Seller shall be governed by the terms contained herein unless the parties shall agree in writing before or at the time such purchases are made that the purchases shall be governed by a different agreement. The purchase price and service release premiums paid for each Mortgage Loan shall be established by written agreement between the parties. The terms and conditions of any separate offering or commitment letters signed by the parties hereto and pursuant to which the Buyer shall agree to buy and the Seller shall agree to sell any Mortgage Loans shall survive and be deemed to be part of this Agreement. To the extent that the terms of this Agreement conflict with the terms and conditions of any such offering or commitment letter, the terms and conditions of the offering or commitment letter shall supersede the terms and conditions of this Agreement and this Agreement shall be deemed modified and amended to conform to the terms and conditions of such offering or commitment letter with respect to the Mortgage Loans purchased thereunder. However, such modification and amendment shall be made only to the extent of the non-conformity and all other terms and conditions of this Agreement shall apply.
Purchase and Sale of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Trust without recourse, but subject to the terms of this Agreement, all right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule delivered on the Closing Date (the "Mortgage Loans"), including, without limitation, all scheduled principal and interest payments due on or after the Cut-off Date and (ii) the other assets of the Trust Fund. In consideration of such sale of the Mortgage Loans, the Trustee shall issue to or upon the order of the Depositor, the Certificates.
