Common use of Sale of Loans to Depositor Clause in Contracts

Sale of Loans to Depositor. (a) On the terms and conditions of this Agreement, on each Transfer Date, the Loan Originator agrees to offer for sale, and to sell, a portion of each of the Loans (equal to the Sales Price therefor) to the Depositor and to contribute to the capital stock of the Depositor the balance of each of the Loans and to deliver the related Loan Documents to or at the direction of the Depositor. To the extent the Depositor has or is able to obtain sufficient funds to pay the Sales Price thereof, the Depositor agrees to purchase such Loans offered for sale by the Loan Originator. (b) The price paid by the Depositor for the portion of each of the Loans sold on each Transfer Date (the “Sales Price”) shall be the sum of the Collateral Values as of the Transfer Date with respect to the Loans conveyed on such date (determined after giving effect to all payments of principal received thereon prior to the Transfer Cut-off Date as determined by the Servicer). The market value of each of the Loans in excess of the Sales Price therefor shall be a contribution to the capital of the Depositor. (c) On each Transfer Date, the Loan Originator shall convey to the Depositor the Loans and the other property and rights related thereto described in the related LPA Assignment, and the Depositor, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall cause the deposit of cash in the amount of the Sales Price in the Advance Account and shall cause the Servicer to, promptly after such deposit, withdraw the Sales Price deposited in respect of applicable Additional Note Principal Balance from the Advance Account and distribute such amount to or at the direction of the Loan Originator: (i) the Loan Originator shall have delivered to the Issuer, the Depositor and the Noteholder a duly executed LPA Assignment with respect to all of the Loans conveyed on such Transfer Date, which shall have attached thereto a Loan Schedule setting forth the appropriate information with respect to all Loans conveyed on such Transfer Date and shall have delivered to the Noteholder a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have provided to the Servicer for deposit in the related Collection Account all collections received with respect to each of the Loans on or after the applicable Transfer Cut-off Date; (iii) as of such date, neither the Loan Originator nor the Depositor shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated and shall be in effect as of such Transfer Date; (v) except in the case of Wet Funded Loans, the Loan Originator shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Noteholder shall have received a copy of the Loan Schedule and Exceptions Report and, where required under the Custodial Agreement, a copy of the Trust Receipt; (vi) each of the representations and warranties made by the Loan Originator set forth in Exhibit E to each of the Sale and Servicing Agreements with respect to the Loans shall be true and correct as of the related Transfer Date with the same effect as if then made, and the Loan Originator shall have performed all obligations to be performed by it under each of the related Basic Documents on and prior to such Transfer Date; (vii) the Loan Originator shall, at its own expense, within one Business Day of the Transfer Date, indicate in its computer files that the Loans identified in the related LPA Assignment have been sold to the Depositor pursuant to this Agreement; (viii) the Loan Originator shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate and the first perfected security interest therein of the Indenture Trustee; (ix) the Loan Originator shall have used no selection procedures that identified any of the Loans identified in the related LPA Assignment as being less desirable or valuable than other comparable Loans originated or acquired by the Loan Originator; and such Loans collectively shall be representative of the Loan Originator’s portfolio of fixed rate or adjustable rate Loans, as the case may be; (x) the Loan Originator shall have provided the Depositor, the Trust and the Noteholder, no later than 1:00 p.m. Eastern time on the date that is two (2) Business Days prior to the issuance of Additional Note Principal Balance, a Notice of Additional Note Principal Balance in the form of Exhibit A to the related Sale and Servicing Agreement; (xi) after giving effect to the Additional Note Principal Balance purchased on such date, the related Note Principal Balance will not exceed the related Maximum Note Principal Balance; and (xii) all conditions precedent to the Noteholder’s purchase of Additional Note Principal Balance pursuant to the related Note Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 6.07, the parties hereto intend that each of the conveyances contemplated hereby be sales from the Loan Originator to the Depositor of all of the Loan Originator’s right, title and interest in and to the Loans and other property described above.

Sale of Loans to Depositor. (a) On the terms and conditions of this Purchase Agreement, on each Transfer Date, the Loan Originator agrees to offer for sale, sale and to sell, a portion of each of the Loans (equal to the Sales Price therefor) to the Depositor and to contribute to the capital stock of the Depositor the balance of each of the sell Loans and to deliver the related Loan Documents to or at the direction of the Depositor. To the extent the Depositor has or is able to obtain sufficient funds to pay for the Sales Price purchase thereof, the Depositor agrees to purchase such Loans offered for sale by the Loan Originator. (b) The price paid by the Depositor for the portion of each of the Loans sold on each Transfer Date (the “Sales "SALE Price”") shall be the sum lesser of (i) the product of (x) an amount equal to the average of the Collateral Values as of the Transfer Date Advance Factors with respect to the Loans conveyed on such date date, weighted by Transfer Cut-off Date Principal Balances multiplied by (determined after giving effect to all payments y) the sum of principal received thereon prior to the Transfer Cut-off Date as determined by the Servicer). The market value of each Principal Balances of the Loans in excess conveyed as of such Transfer Date, and (ii) the product of (x) the average Maximum Advance Factors of the Sales Price therefor shall be a contribution to Loans conveyed on such date weighted by Transfer Cut-off Date Principal Balances multiplied by (y) the capital sum of the DepositorMarket Value of all Loans conveyed on such date, in either case subtracting from the product any Overcollateralization Shortfall as of such date. (c) On each Transfer Date, the Loan Originator shall convey to the Depositor the Loans and the other property and rights related thereto described in the related LPA Assignment, and the Depositor, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, Depositor shall cause the deposit of cash in the amount of the Sales Sale Price in the Advance Account Account, and shall cause the Servicer toshall, promptly after such deposit, withdraw the Sales Sale Price deposited in respect of applicable Additional Note Principal Balance from the Advance Account Account, and distribute such amount to or at the direction of the Loan Originator, only upon the satisfaction of each of the following conditions on or prior to such Transfer Date: (i) the Loan Originator shall have delivered to the Issuer, the Depositor and the Initial Noteholder a duly executed LPA Assignment with respect to all of the Loans conveyed on such Transfer DateAssignments, which shall have attached thereto a Loan Schedule setting forth the appropriate information with respect to all Loans conveyed on such Transfer Date and shall have delivered to the Initial Noteholder a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have provided to the Servicer for deposit deposited in the related Collection Account Account, all collections received with respect to each of the Loans on or after but not including the applicable Transfer Cut-off Cutoff Date; (iii) as of such date, neither the Loan Originator nor the Depositor shall (Aa) be insolvent, (Bb) be made insolvent by its respective sale of Loans or (Cc) have reason to believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated and shall be in effect as of such Transfer Dateterminated; (v) except the Loan Originator shall have delivered to the Initial Noteholder the Due Diligence Packages for such Loans as are to be transferred on such Transfer Date at least five Business Days prior to such Transfer Date, and the Initial Noteholder shall have completed its due diligence investigation of such Loans and shall have approved, in the case of Wet Funded Loansits sole discretion, each such Loan; (vi) the Loan Originator shall have delivered the Custodial Indenture Trustee's Loan File to the Custodian in accordance with the Custodial Agreement and the Initial Noteholder shall have received a copy of the Loan Schedule and Exceptions Report and, where required under the Custodial Agreement, a copy of the Trust ReceiptReport; (vi) each of the representations and warranties made by the Loan Originator set forth in Exhibit E to each of the Sale and Servicing Agreements with respect to the Loans shall be true and correct as of the related Transfer Date with the same effect as if then made, and the Loan Originator shall have performed all obligations to be performed by it under each of the related Basic Documents on and prior to such Transfer Date; (viiviii) the Loan Originator shall, at its own expense, within one Business Day of on or prior to the Transfer Date, indicate in its computer files that the Loans identified in the related LPA Assignment have been sold to the Depositor pursuant to this Purchase Agreement; (viiiix) the Loan Originator shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer Depositor in the Trust Estate and the first perfected security interest therein of the Indenture Trustee; (ixx) no selection procedures believed by the Loan Originator to be adverse to the interests of the Noteholders shall have used no selection procedures that identified any of been utilized in selecting the Loans identified in the related LPA Assignment as being less desirable or valuable than other comparable Loans originated or acquired by the Loan Originator; and to be conveyed on such Loans collectively shall be representative of the Loan Originator’s portfolio of fixed rate or adjustable rate Loans, as the case may beTransfer Date; (xxi) the Loan Originator shall have provided the Depositor, the Trust Issuer, the Indenture Trustee and the Noteholder, Initial Noteholder no later than 1:00 p.m. Eastern time on the date that is two (2) Business Days prior to the issuance of Additional Note Principal Balance, a Notice of Additional Note Principal Balance in the form of Exhibit A to the related Sale and Servicing AgreementBalance; (xixii) after giving effect to the Additional Note Principal Balance purchased on such date, the related Note Principal Balance will not exceed the related Maximum Note Principal Balance; and (xiixiii) all conditions precedent to the Initial Noteholder’s 's purchase of Additional Note Principal Balance pursuant to the related Note Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 6.077.7 hereof, the parties hereto intend that each of the conveyances contemplated hereby be sales from the Loan Originator to the Depositor of all of the Loan Originator’s 's right, title and interest in and to the Loans and other property described above. In the event the transactions set forth herein are deemed not to be a sale, the Loan Originator hereby grants to the Depositor a security interest in all of the Loan Originator's right, title and interest in, to and under the Loans and other property described above, whether now existing or hereafter created, to secure all of the Loan Originator's obligations hereunder; and this Purchase Agreement shall constitute a security agreement under applicable law.

Sale of Loans to Depositor. (a) On the terms and conditions of this Purchase Agreement, on each Transfer Date, the Loan Originator Originator, in consideration of the partnership interests which it is receiving in the Depositor and the other consideration described below, agrees to offer for sale, sale and to sell, a portion of each of the Loans (equal to the Sales Price therefor) to the Depositor and to contribute to the capital stock of the Depositor the balance of each of the sell Loans and to deliver the related Loan Documents to or at the direction of the Depositor. To the extent the Depositor has or is able to obtain sufficient funds to pay for the Sales Price purchase thereof, the Depositor agrees to purchase such Loans offered for sale by the Loan Originator. (b) The price paid by the Depositor for the portion of each of the Loans sold on each Transfer Date (the “Sales "Sale Price”") shall be equal to the sum of the Collateral Values as of the Transfer Date aggregate Purchase Value with respect to the Loans conveyed on such date (determined after giving effect to all payments date, subtracting any Overcollateralization Shortfall as of principal received thereon prior to the Transfer Cut-off Date as determined by the Servicer)such date. The market value of each of the Loans in excess of the Sales Price therefor shall be a contribution to the capital of the Depositor.5 (c) On each Transfer Date, the Loan Originator shall convey to the Depositor the Loans and the other property and rights related thereto described in the related LPA Assignment, and the Depositor, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, Depositor shall cause the deposit of cash in the amount of the Sales Sale Price in the Advance Account Account, and shall cause the Servicer toshall, promptly after such deposit, withdraw the Sales Sale Price deposited in respect of applicable Additional Note Class A Certificate Principal Balance from the Advance Account Account, and distribute such amount to or at the direction of the Loan Originator, only upon the satisfaction of each of the following conditions on or prior to such Transfer Date: (i) the Loan Originator shall have delivered to the IssuerTrust, the Depositor and the Noteholder a Initial Class A Certificateholder duly executed LPA Assignment with respect to all of the Loans conveyed on such Transfer DateAssignments, which shall have attached thereto a Loan Schedule setting forth the appropriate information with respect to all Loans conveyed on such Transfer Date and shall have delivered to the Noteholder Initial Class A Certificateholder a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have provided to the Servicer for deposit deposited in the related Collection Account Account, all collections received with respect to each of the Loans on or after but not including the applicable Transfer Cut-off Cutoff Date; (iii) as of such date, neither the Loan Originator nor the Depositor shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated and shall be in effect as of such Transfer Dateterminated; (v) except the Loan Originator shall have delivered to the Initial Class A Certificateholder the Due Diligence Packages for such Loans as are to be transferred on such Transfer Date at least five Business Days prior to such Transfer Date, and the Initial Class A Certificateholder shall have completed its due diligence investigation of such Loans and shall have approved, in the case of Wet Funded Loansits sole discretion, each such Loan; (vi) the Loan Originator shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Noteholder Initial Class A Certificateholder shall have received a copy of the Loan Schedule and Exceptions Report and, where required under the Custodial Agreement, a copy of the Trust Receiptreflecting such delivery; (vivii) each of the representations and warranties made by the Loan Originator set forth in Exhibit E pursuant to each Section 4.04 of the Sale Trust and Servicing Agreements Agreement with respect to the Loans shall be true and correct as of the related Transfer Date with the same effect as if then made, and the Loan Originator shall have performed all obligations to be performed by it under each of the related Basic Documents on and prior to such Transfer Date; (viiviii) the Loan Originator shall, at its own expense, within one Business Day of on or prior to the Transfer Date, indicate in its computer files that the Loans identified in the related LPA Assignment have been sold to the Depositor pursuant to this Purchase Agreement; (viii) the Loan Originator shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate and the first perfected security interest therein of the Indenture Trustee; (ix) the Loan Originator shall have used no selection procedures that identified taken any action required to maintain the ownership interest of the Loans identified Depositor in the related LPA Assignment as being less desirable or valuable than other comparable Loans originated or acquired by the Loan Originator; and such Loans collectively shall be representative of the Loan Originator’s portfolio of fixed rate or adjustable rate Loans, as the case may beOwner Trust Estate; (x) no selection procedures believed by the Loan Originator to be adverse to the interests of the Certificateholders shall have been utilized in selecting the Loans to be conveyed on such Transfer Date; (xi) the Loan Originator shall have provided the Depositor, the Trust Trust, the Owner Trustee and the Noteholder, Initial Class A Certificateholder no later than 1:00 p.m. Eastern time on the date that is two (2) Business Days prior to the issuance of Additional Note Principal Balancesuch date, a Notice of Additional Note Class A Certificate Principal Balance in the form of Exhibit A to the related Sale and Servicing AgreementBalance; (xixii) after giving effect to the Additional Note Class A Certificate Principal Balance purchased on such date, the related Note Class A Certificate Principal Balance will not exceed the related Maximum Note Class A Certificate Principal Balance; and (xiixiii) all conditions precedent to the Noteholder’s Initial Class A Certificateholder's purchase of Additional Note Class A Certificate Principal Balance pursuant to the related Note Certificate Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 6.077.7 hereof, the parties hereto intend that each of the conveyances contemplated hereby be sales from the Loan Originator to the Depositor of all of the Loan Originator’s 's right, title and interest in and to the Loans and other property described above. In the event the transactions set forth herein are deemed not to be a sale, the Loan Originator hereby grants to the Depositor a security interest in all of the Loan Originator's right, title and interest in, to and under the Loans and other property described above, whether now existing or hereafter created, to secure all of the Loan Originator's obligations hereunder; and this Purchase Agreement shall constitute a security agreement under applicable law.

Sale of Loans to Depositor. (a) On the terms and conditions of this Agreement, on each Transfer Date, the Loan Originator agrees to offer for sale, and to sell, a portion of each of the Loans (equal to the Sales Price therefor) to the Depositor and to contribute to the capital stock of the Depositor the balance of each of the Loans and to deliver the related Loan Documents to or at the direction of the Depositor. To the extent the Depositor has or is able to obtain sufficient funds to pay the Sales Price thereof, the Depositor agrees to purchase such Loans offered for sale by the Loan Originator. (b) The price paid by the Depositor for the portion of each of the Loans sold on each Transfer Date (the “"Sales Price”") shall be the sum of the Collateral Values as of the Transfer Date with respect to the Loans conveyed on such date (determined after giving effect to all payments of principal received thereon prior to the Transfer Cut-off Date as determined by the Servicer). The market value of each of the Loans in excess of the Sales Price therefor shall be a contribution to the capital of the Depositor. (c) On each Transfer Date, the Loan Originator shall convey to the Depositor the Loans and the other property and rights related thereto described in the related LPA Assignment, and the Depositor, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall cause the deposit of cash in the amount of the Sales Price in the Advance Account and shall cause the Servicer to, promptly after such deposit, withdraw the Sales Price deposited in respect of applicable Additional Note Principal Balance from the Advance Account and distribute such amount to or at the direction of the Loan Originator: (i) the Loan Originator shall have delivered to the Issuer, the Depositor and the Noteholder Noteholders a duly executed LPA Assignment with respect to all of the Loans conveyed on such Transfer Date, which shall have attached thereto a Loan Schedule setting forth the appropriate information with respect to all Loans conveyed on such Transfer Date and shall have delivered to the Noteholder Noteholders a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have provided to the Servicer for deposit in the related Collection Account all collections received with respect to each of the Loans on or after the applicable Transfer Cut-off Date; (iii) as of such date, neither the Loan Originator nor the Depositor shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated and shall be in effect as of such Transfer Date; (v) except in the case of Wet Funded Loans, the Loan Originator shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Noteholder Noteholders shall have received a copy of the Loan Schedule and Exceptions Report and, where required under the Custodial Agreement, a copy of the Trust Receipt; (vi) each of the representations and warranties made by the Loan Originator set forth in Exhibit E to each of the Sale and Servicing Agreements with respect to the Loans shall be true and correct as of the related Transfer Date with the same effect as if then made, and the Loan Originator shall have performed all obligations to be performed by it under each of the related Basic Documents on and prior to such Transfer Date; (vii) the Loan Originator shall, at its own expense, within one Business Day of the Transfer Date, indicate in its computer files that the Loans identified in the related LPA Assignment have been sold to the Depositor pursuant to this Agreement; (viii) the Loan Originator shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate and the first perfected security interest therein of the Indenture Trustee; (ix) the Loan Originator shall have used no selection procedures that identified any of the Loans identified in the related LPA Assignment as being less desirable or valuable than other comparable Loans originated or acquired by the Loan Originator; and such Loans collectively shall be representative of the Loan Originator’s 's portfolio of fixed rate or adjustable rate Loans, as the case may be; (x) the Loan Originator shall have provided the Depositor, the Trust and the NoteholderNoteholders, no later than 1:00 p.m. Eastern time on the date that is two (2) Business Days prior to the issuance of Additional Note Principal Balance, a Notice of Additional Note Principal Balance in the form of Exhibit A to the related Sale and Servicing Agreement; (xi) after giving effect to the Additional Note Principal Balance purchased on such date, the related Note Principal Balance will not exceed the related Maximum Note Principal Balance; and (xii) all conditions precedent to the Noteholder’s 's purchase of Additional Note Principal Balance pursuant to the related Note Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 6.07, the parties hereto intend that each of the conveyances contemplated hereby be sales from the Loan Originator to the Depositor of all of the Loan Originator’s 's right, title and interest in and to the Loans and other property described above.