Common use of Sale of Loans to Depositor Clause in Contracts

Sale of Loans to Depositor. (a) On the terms and conditions of this Purchase Agreement, on each Transfer Date, the Loan 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 and sell Loans and 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 for the 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 Loans sold on each Transfer Date (the "Sale Price") shall be equal to the aggregate Purchase Value with respect to the Loans conveyed on such date, subtracting any Overcollateralization Shortfall as of such date. 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, the Depositor shall cause the deposit of cash in the amount of the Sale Price in the Advance Account, and the Servicer shall, promptly after such deposit, withdraw the Sale Price deposited in respect of applicable Additional Class A Certificate Principal Balance from the Advance 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 Trust, the Depositor and the Initial Class A Certificateholder duly executed Assignments, 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 Class A Certificateholder a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have deposited in the Collection Account, all collections received with respect to each of the Loans after but not including the applicable Transfer 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; (v) 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 its 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 Initial Class A Certificateholder shall have received a copy of the Loan Schedule and Exceptions Report reflecting such delivery; (vii) each of the representations and warranties made by the Loan Originator pursuant to Section 4.04 of the Trust and Servicing 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 Basic Documents on and prior to such Transfer Date; (viii) the Loan Originator shall, at its own expense, 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; (ix) the Loan Originator shall have taken any action required to maintain the ownership interest of the Depositor in the Owner 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, the Owner Trustee and the Initial Class A Certificateholder no later than two Business Days prior to such date, a Notice of Additional Class A Certificate Principal Balance; (xii) after giving effect to the Additional Class A Certificate Principal Balance purchased on such date, the Class A Certificate Principal Balance will not exceed the Maximum Class A Certificate Principal Balance; and (xiii) all conditions precedent to the Initial Class A Certificateholder's purchase of Additional Class A Certificate Principal Balance pursuant to the Certificate Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 7.7 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 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, in consideration of the partnership interests which it is receiving in the Depositor and the other consideration described below, Originator agrees to offer for sale sale, and sell 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 for to pay the purchase 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 "Sale “Sales Price"”) shall be equal to the aggregate Purchase Value sum of the Collateral Values as of the Transfer Date with respect to the Loans conveyed on such date, subtracting any Overcollateralization Shortfall 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 such date. 5each 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 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 Sale Sales Price in the Advance Account, Account and shall cause the Servicer shallto, promptly after such deposit, withdraw the Sale Sales Price deposited in respect of applicable Additional Class A Certificate 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 TrustIssuer, the Depositor and the Initial Class A Certificateholder Noteholder a duly executed AssignmentsLPA 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 Initial Class A Certificateholder Noteholder a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have deposited provided to the Servicer for deposit 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 Cutoff 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 terminatedterminated and shall be in effect as of such Transfer Date; (v) except in 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 Datecase of Wet Funded Loans, and the Initial Class A Certificateholder shall have completed its due diligence investigation of such Loans and shall have approved, in its 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 Initial Class A Certificateholder Noteholder shall have received a copy of the Loan Schedule and Exceptions Report reflecting such deliveryand, where required under the Custodial Agreement, a copy of the Trust Receipt; (viivi) each of the representations and warranties made by the Loan Originator pursuant set forth in Exhibit E to Section 4.04 each of the Trust Sale and Servicing Agreement 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; (viiivii) the Loan Originator shall, at its own expense, on or prior to 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 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 taken used no selection procedures that identified any action required to maintain the ownership interest of the Depositor Loans identified in the Owner Trust Estaterelated 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) 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, the Owner Trustee Trust and the Initial Class A Certificateholder Noteholder, no later than 1:00 p.m. Eastern time on the date that is two (2) Business Days prior to such datethe issuance of Additional Note Principal Balance, a Notice of Additional Class Note Principal Balance in the form of Exhibit A Certificate Principal Balanceto the related Sale and Servicing Agreement; (xiixi) after giving effect to the Additional Class A Certificate Note Principal Balance purchased on such date, the Class A Certificate related Note Principal Balance will not exceed the related Maximum Class A Certificate Note Principal Balance; and (xiiixii) all conditions precedent to the Initial Class A Certificateholder's Noteholder’s purchase of Additional Class A Certificate Note Principal Balance pursuant to the Certificate related Note Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 7.7 hereof6.07, 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. 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, in consideration of the partnership interests which it is receiving in the Depositor and the other consideration described below, Originator agrees to offer for sale and sell Loans and 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 for the 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 Loans sold on each Transfer Date (the "Sale SALE Price") shall be the lesser of (i) the product of (x) an amount equal to the aggregate Purchase Value average of the Advance Factors with respect to the Loans conveyed on such date, weighted by Transfer Cut-off Date Principal Balances multiplied by (y) the sum of the Transfer Cut-off Date Principal Balances of the Loans conveyed as of such Transfer Date, and (ii) the product of (x) the average Maximum Advance Factors of the Loans conveyed on such date weighted by Transfer Cut-off Date Principal Balances multiplied by (y) the sum of the Market Value of all Loans conveyed on such date, in either case subtracting from the product any Overcollateralization Shortfall as of such date. 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, the Depositor shall cause the deposit of cash in the amount of the Sale Price in the Advance Account, and the Servicer shall, promptly after such deposit, withdraw the Sale Price deposited in respect of applicable Additional Class A Certificate Note Principal Balance from the Advance 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 TrustIssuer, the Depositor and the Initial Class A Certificateholder Noteholder duly executed Assignments, 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 Class A Certificateholder Noteholder a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have deposited in the Collection Account, all collections received with respect to each of the Loans after but not including the applicable Transfer 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; (v) the Loan Originator shall have delivered to the Initial Class A Certificateholder 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 Class A Certificateholder Noteholder shall have completed its due diligence investigation of such Loans and shall have approved, in its 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 Class A Certificateholder Noteholder shall have received a copy of the Loan Schedule and Exceptions Report reflecting such delivery; (vii) each of the representations and warranties made by the Loan Originator pursuant to Section 4.04 of the Trust and Servicing 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 Basic Documents on and prior to such Transfer DateReport; (viii) the Loan Originator shall, at its own expense, 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; (ix) the Loan Originator shall have taken any action required to maintain the ownership interest of the Depositor in the Owner Trust EstateEstate and the first perfected security interest therein of the Indenture Trustee; (x) no selection procedures believed by the Loan Originator to be adverse to the interests of the Certificateholders Noteholders 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 TrustIssuer, the Owner Indenture Trustee and the Initial Class A Certificateholder Noteholder no later than two Business Days prior to such datethe issuance of Additional Note Principal Balance, a Notice of Additional Class A Certificate Note Principal Balance; (xii) after giving effect to the Additional Class A Certificate Note Principal Balance purchased on such date, the Class A Certificate Note Principal Balance will not exceed the Maximum Class A Certificate Note Principal Balance; and (xiii) all conditions precedent to the Initial Class A CertificateholderNoteholder's purchase of Additional Class A Certificate Note Principal Balance pursuant to the Certificate Note Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 7.7 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 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, in consideration of the partnership interests which it is receiving in the Depositor and the other consideration described below, Originator agrees to offer for sale sale, and sell 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 for to pay the purchase 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 "Sale Sales Price") shall be equal to the aggregate Purchase Value sum of the Collateral Values as of the Transfer Date with respect to the Loans conveyed on such date, subtracting any Overcollateralization Shortfall 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 such date. 5each 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 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 Sale Sales Price in the Advance Account, Account and shall cause the Servicer shallto, promptly after such deposit, withdraw the Sale Sales Price deposited in respect of applicable Additional Class A Certificate 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 TrustIssuer, the Depositor and the Initial Class A Certificateholder Noteholders a duly executed AssignmentsLPA 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 Initial Class A Certificateholder Noteholders a computer readable transmission of such Loan Schedule; (ii) the Loan Originator shall have deposited provided to the Servicer for deposit 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 Cutoff 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 terminatedterminated and shall be in effect as of such Transfer Date; (v) except in 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 Datecase of Wet Funded Loans, and the Initial Class A Certificateholder shall have completed its due diligence investigation of such Loans and shall have approved, in its 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 Initial Class A Certificateholder Noteholders shall have received a copy of the Loan Schedule and Exceptions Report reflecting such deliveryand, where required under the Custodial Agreement, a copy of the Trust Receipt; (viivi) each of the representations and warranties made by the Loan Originator pursuant set forth in Exhibit E to Section 4.04 each of the Trust Sale and Servicing Agreement 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; (viiivii) the Loan Originator shall, at its own expense, on or prior to 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 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 taken used no selection procedures that identified any action required to maintain the ownership interest of the Depositor Loans identified in the Owner Trust Estaterelated 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) 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, the Owner Trustee Trust and the Initial Class A Certificateholder Noteholders, no later than 1:00 p.m. Eastern time on the date that is two (2) Business Days prior to such datethe issuance of Additional Note Principal Balance, a Notice of Additional Class Note Principal Balance in the form of Exhibit A Certificate Principal Balanceto the related Sale and Servicing Agreement; (xiixi) after giving effect to the Additional Class A Certificate Note Principal Balance purchased on such date, the Class A Certificate related Note Principal Balance will not exceed the related Maximum Class A Certificate Note Principal Balance; and (xiiixii) all conditions precedent to the Initial Class A CertificateholderNoteholder's purchase of Additional Class A Certificate Note Principal Balance pursuant to the Certificate related Note Purchase Agreement shall have been fulfilled as of such date. (d) Subject to Section 7.7 hereof6.07, 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. 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.