Common use of Purchase and Sale of the Mortgage Loans Clause in Contracts

Purchase and Sale of the Mortgage Loans. (i) The Seller does hereby sell, assign, set over, transfer, and otherwise convey to the Purchaser on the Closing Date, without recourse (except as expressly provided herein), all of its right, title and interest, in, to and under the following: (A) the Mortgage Loans (including the related Mortgage Note and Mortgage, all monies due or to become due on the Mortgage Loans (other than payments of principal and interest due and payable on or before the Cut-off Date), and all collections on the Mortgage Loans received after the Cut-off Date (other than payments of principal and interest due and payable on or before the Cut-off Date)); (B) any insurance policies in respect of the Mortgage Loans; and (C) all proceeds of the foregoing (collectively, the "Transferred Property"). (ii) The purchase price (the "Purchase Price") for the Mortgage Loans and the related Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be (A) a 0.01% Percentage Interest in the Class 1-A-R Certificates (as such terms are defined in the Pooling and Servicing Agreement in effect as of the date hereof) and (B) an amount equal to $293,530,205.74. (iii) In consideration of the sale of the Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the cash portion of the Purchase Price and shall deliver to the Seller a 0.01% Percentage Interest in the Class 1-A-R Certificates. (iv) It is the express intent of the parties hereto that the transfer of the Mortgage Loans by the Seller to the Purchaser pursuant to this Section 2 be, and be construed as, an absolute sale of the Mortgage Loans by the Seller to the Purchaser, including for accounting purposes, and not a secured borrowing. It is, further, not the intention of the parties that such transfer be deemed the grant of a security interest in the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then: (1) this Agreement shall constitute a security agreement, and (2) the transfer of the Mortgage Loans provided for in this Section 2 shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser, to secure all of the Seller's obligations hereunder, a security interest in all of the Seller's right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the foregoing. (v) The Seller shall file such financing statements, and the Seller and the Purchaser shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Purchaser shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction. (vi) Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans and other Transferred Property to the Trustee pursuant to the Pooling and Servicing Agreement. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, the Seller may either (A) deliver (if the Seller is not the last assignee of record) or (B) execute (if the Seller is the last assignee of record) one or more assignments of mortgages in blank or naming the Trustee as assignee, and may either (A) deliver (if the Seller is not the last endorsee) or (B) endorse (if the Seller is the last endorsee) the Mortgage Notes endorsed in blank or to the Trustee. Notwithstanding the fact that such assignments of mortgages name the Trustee as assignee and that Mortgage Notes are endorsed to the Trustee, the parties hereto acknowledge and agree that the Mortgage Loans for all purposes have been transferred from the Seller to the Purchaser and from the Purchaser to the Trustee.

Purchase and Sale of the Mortgage Loans. (i) The Seller does hereby sell, assign, set over, transfer, and otherwise convey to the Purchaser on the Closing Date, without recourse (except as expressly provided herein), all of its right, title and interest, in, to and under the following: (A) the Mortgage Loans (including the related Mortgage Note and Mortgage, all monies due or to become due on the Mortgage Loans (other than payments of principal and interest due and payable on or before the Cut-off Date), and all collections on the Mortgage Loans received after the Cut-off Date (other than payments of principal and interest due and payable on or before the Cut-off Date)); (B) any insurance policies in respect of the Mortgage Loans; and (C) all proceeds of the foregoing (collectively, the "Transferred Property"). (ii) The purchase price (the "Purchase Price") for the Mortgage Loans and the related Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be (A) a 0.01% Percentage Interest in the Class 1-A-R Certificates (as such terms are defined in the Pooling and Servicing Agreement in effect as of the date hereof) and (B) an amount equal to $293,530,205.74415,955,746.76. (iii) In consideration of the sale of the Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the cash portion of the Purchase Price and shall deliver to the Seller a 0.01% Percentage Interest in the Class 1-A-R CertificatesPrice. (iv) It is the express intent of the parties hereto that the transfer of the Mortgage Loans by the Seller to the Purchaser pursuant to this Section 2 be, and be construed as, an absolute sale of the Mortgage Loans by the Seller to the Purchaser, including for accounting purposes, and not a secured borrowing. It is, further, not the intention of the parties that such transfer be deemed the grant of a security interest in the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then: : (1) this Agreement shall constitute a security agreement, and (2) the transfer of the Mortgage Loans provided for in this Section 2 shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser, to secure all of the Seller's obligations hereunder, a security interest in all of the Seller's right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the foregoing. (v) The Seller shall file such financing statements, and the Seller and the Purchaser shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Purchaser shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction. (vi) Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans and other Transferred Property to the Trustee pursuant to the Pooling and Servicing Agreement. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, the Seller may either (A) deliver (if the Seller is not the last assignee of record) or (B) execute (if the Seller is the last assignee of record) one or more assignments of mortgages in blank or naming the Trustee as assignee, and may either (A) deliver (if the Seller is not the last endorsee) or (B) endorse (if the Seller is the last endorsee) the Mortgage Notes endorsed in blank or to the Trustee. Notwithstanding the fact that such assignments of mortgages name the Trustee as assignee and that Mortgage Notes are endorsed to the Trustee, the parties hereto acknowledge and agree that the Mortgage Loans for all purposes have been transferred from the Seller to the Purchaser and from the Purchaser to the Trustee.Servicing

Purchase and Sale of the Mortgage Loans. (i) The Seller does hereby sell, assign, set over, transfer, and otherwise convey to the Purchaser on the Closing Date, without recourse (except as expressly provided herein), all of its right, title and interest, in, to and under the following: (A) the Mortgage Loans (including the related Mortgage Note and Mortgage, all monies due or to become due on the Mortgage Loans (other than payments of principal and interest due and payable on or before the Cut-off Date), and all collections on the Mortgage Loans received after the Cut-off Date (other than payments of principal and interest due and payable on or before the Cut-off Date)); (B) any insurance policies in respect of the Mortgage Loans; and (C) all proceeds of the foregoing (collectively, the "Transferred Property"). (ii) The purchase price (the "Purchase Price") for the Mortgage Loans and the related Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be (A) a 0.01% Percentage Interest in the Class 1-A-R Certificates (as such terms are defined in the Pooling and Servicing Agreement in effect as of the date hereof) and (B) an amount equal to $293,530,205.74443,430,184.15. (iii) In consideration of the sale of the Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the cash portion of the Purchase Price and shall deliver to the Seller a 0.01% Percentage Interest in the Class 1-A-R CertificatesPrice. (iv) It is the express intent of the parties hereto that the transfer of the Mortgage Loans by the Seller to the Purchaser pursuant to this Section 2 be, and be construed as, an absolute sale of the Mortgage Loans by the Seller to the Purchaser, including for accounting purposes, and not a secured borrowing. It is, further, not the intention of the parties that such transfer be deemed the grant of a security interest in the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then: (1) this Agreement shall constitute a security agreement, and (2) the transfer of the Mortgage Loans provided for in this Section 2 shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser, to secure all of the Seller's obligations hereunder, a security interest in all of the Seller's right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the foregoing. (v) The Seller shall file such financing statements, and the Seller and the Purchaser shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Purchaser shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction. (vi) (vi) Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans and other Transferred Property to the Trustee pursuant to the Pooling and Servicing Agreement. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, the Seller may either (A) deliver (if the Seller is not the last assignee of record) or (B) execute (if the Seller is the last assignee of record) one or more assignments of mortgages in blank or naming the Trustee as assignee, and may either (A) deliver (if the Seller is not the last endorsee) or (B) endorse (if the Seller is the last endorsee) the Mortgage Notes endorsed in blank or to the Trustee. Notwithstanding the fact that such assignments of mortgages name the Trustee as assignee and that Mortgage Notes are endorsed to the Trustee, the parties hereto acknowledge and agree that the Mortgage Loans for all purposes have been transferred from the Seller to the Purchaser and from the Purchaser to the Trustee.

Purchase and Sale of the Mortgage Loans. (i) The Seller does hereby sell, assign, set over, transfer, and otherwise convey to the Purchaser on the Closing Date, without recourse (except as expressly provided herein), all of its right, title and interest, in, to and under the following: (A) the Mortgage Loans (including the related Mortgage Note and Mortgage, all monies due or to become due on the Mortgage Loans (other than payments of principal and interest due and payable on or before the Cut-off Date), and all collections on the Mortgage Loans received after the Cut-off Date (other than payments of principal and interest due and payable on or before the Cut-off Date)); (B) any insurance policies in respect of the Mortgage Loans; and (C) all proceeds of the foregoing (collectively, the "Transferred Property"). (ii) The purchase price (the "Purchase Price") for the Mortgage Loans and the related Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be (A) a 0.01% Percentage Interest in the Class 1-A-R Certificates (as such terms are defined in the Pooling and Servicing Agreement in effect as of the date hereof) and (B) an amount equal to $293,530,205.74444,199,615.26. (iii) In consideration of the sale of the Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the cash portion of the Purchase Price and shall deliver to the Seller a 0.01% Percentage Interest in the Class 1-A-R CertificatesPrice. (iv) It is the express intent of the parties hereto that the transfer of the Mortgage Loans by the Seller to the Purchaser pursuant to this Section 2 be, and be construed as, an absolute sale of the Mortgage Loans by the Seller to the Purchaser, including for accounting purposes, and not a secured borrowing. It is, further, not the intention of the parties that such transfer be deemed the grant of a security interest in the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then: : (1) this Agreement shall constitute a security agreement, and (2) the transfer of the Mortgage Loans provided for in this Section 2 shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser, to secure all of the Seller's obligations hereunder, a security interest in all of the Seller's right, title, and interest, whether now owned or hereafter acquired, in and to (i) the i)-the Mortgage Loans, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the foregoing. (v) The Seller shall file such financing statements, and the Seller and the Purchaser shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Purchaser shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction. . (vi) Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans and other Transferred Property to the Trustee pursuant to the Pooling and Servicing Agreement. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, the Seller may either (A) deliver (if the Seller is not the last assignee of record) or (B) execute (if the Seller is the last assignee of record) one or more assignments of mortgages in blank or naming the Trustee as assignee, and may either (A) deliver (if the Seller is not the last endorsee) or (B) endorse (if the Seller is the last endorsee) the Mortgage Notes endorsed in blank or to the Trustee. Notwithstanding the fact that such assignments of mortgages name the Trustee as assignee and that Mortgage Notes are endorsed to the Trustee, the parties hereto acknowledge and agree that the Mortgage Loans for all purposes have been transferred from the Seller to the Purchaser and from the Purchaser to the Trustee.

Purchase and Sale of the Mortgage Loans. (i) The Seller does hereby sell, assign, set over, transfer, and otherwise convey to the Purchaser on the Closing Date, without recourse (except as expressly provided herein), all of its right, title and interest, in, to and under the following: (A) the Mortgage Loans (including the related Mortgage Note and Mortgage, all monies due or to become due on the Mortgage Loans (other than payments of principal and interest due and payable on or before the Cut-off Date), and all collections on the Mortgage Loans received after the Cut-off Date (other than payments of principal and interest due and payable on or before the Cut-off Date)); (B) any insurance policies in respect of the Mortgage Loans; and (C) all proceeds of the foregoing (collectively, the "“Transferred Property"”). (ii) The purchase price (the "“Purchase Price"”) for the Mortgage Loans and the related Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be (A) a 0.01% Percentage Interest in the Class 1-A-R Certificates (as such terms are defined in the Pooling and Servicing Agreement in effect as of the date hereof) and (B) an amount equal to $293,530,205.74396,067,274.52. (iii) In consideration of the sale of the Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the cash portion of the Purchase Price and shall deliver to the Seller a 0.01% Percentage Interest in the Class 1-A-R CertificatesPrice. (iv) It is the express intent of the parties hereto that the transfer of the Mortgage Loans by the Seller to the Purchaser pursuant to this Section 2 be, and be construed as, an absolute sale of the Mortgage Loans by the Seller to the Purchaser, including for accounting purposes, and not a secured borrowing. It is, further, not the intention of the parties that such transfer be deemed the grant of a security interest in the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then: (1) this Agreement shall constitute a security agreement, and (2) the transfer of the Mortgage Loans provided for in this Section 2 shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser, to secure all of the Seller's ’s obligations hereunder, a security interest in all of the Seller's ’s right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the foregoing. (v) The Seller shall file such financing statements, and the Seller and the Purchaser shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Purchaser shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction. . (vi) (vi) Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans and other Transferred Property to the Trustee pursuant to the Pooling and Servicing Agreement. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, the Seller may either (A) deliver (if the Seller is not the last assignee of record) or (B) execute (if the Seller is the last assignee of record) one or more assignments of mortgages in blank or naming the Trustee as assignee, and may either (A) deliver (if the Seller is not the last endorsee) or (B) endorse (if the Seller is the last endorsee) the Mortgage Notes endorsed in blank or to the Trustee. Notwithstanding the fact that such assignments of mortgages name the Trustee as assignee and that Mortgage Notes are endorsed to the Trustee, the parties hereto acknowledge and agree that the Mortgage Loans for all purposes have been transferred from the Seller to the Purchaser and from the Purchaser to the Trustee.