Common use of Purchase and Conveyance Clause in Contracts

Purchase and Conveyance. The Seller, 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, 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 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, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

Purchase and Conveyance. The SellerSeller agrees to sell from time to time, in exchange for the payment of the applicable Purchase Price by and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance Cut-off Date in an amount as set forth in the related PPTLPurchase 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 Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on a servicing released basiseach Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage LoanLoan purchased, the Purchaser shall own and be entitled to receive: (1a) all Monthly Payments scheduled principal due after the related Cut-off Date, (2b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that the all scheduled payments of principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer Servicer after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans Loans, net of the Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance For the purposes of each Mortgage Loan as of the related Cut-off Date is determined after application of this Agreement, payments of scheduled principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the principal balanceStated Principal Balance as of the related Cut-off Date. Such Monthly Payments prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit to the Servicer for deposit any such Monthly Payments prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the 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 collection thereof. If the Servicing Transfer related Cut-off Date has occurred, the Seller shall remit any such Monthly Payments belong to the Purchaser in accordance with the Servicing Transfer InstructionsPurchaser.

Purchase and Conveyance. The Seller, 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, Loans in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, 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 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, on a other than the servicing released basisrights to such Mortgage Loans. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) the principal portion of all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

Purchase and Conveyance. The SellerSeller agrees to sell from time to time, in exchange for the payment of the applicable Purchase Price by and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance Cut-off Date in an amount as set forth in the related PPTLPurchase 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 Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on a servicing released basiseach Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the “Assignment and Conveyance Agreement”). With respect to each Mortgage LoanLoan purchased, the Purchaser shall own and be entitled to receive: (1a) all Monthly Payments scheduled principal due after the related Cut-off Date, (2b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that the all scheduled payments of principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer Servicer after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans Loans, net of the Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance For the purposes of each Mortgage Loan as of the related Cut-off Date is determined after application of this Agreement, payments of scheduled principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the principal balanceStated Principal Balance as of the related Cut-off Date. Such Monthly Payments prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit to the Servicer for deposit any such Monthly Payments prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the 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 collection thereof. If the Servicing Transfer related Cut-off Date has occurred, the Seller shall remit any such Monthly Payments belong to the Purchaser in accordance with the Servicing Transfer InstructionsPurchaser.

Purchase and Conveyance. The SellerSeller agrees to sell from time to time, in exchange for the payment of the applicable Purchase Price by and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance Cut-off Date in an amount as set forth in the related PPTLPurchase 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 Mortgage Loan Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on a servicing released basiseach Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage LoanLoan purchased, the Purchaser shall own and be entitled to receive: (1a) all Monthly Payments scheduled principal due after the related Cut-off Date, (2b) all other payments and/or recoveries of principal collected after the related Cut-off Date Date, including any Prepayment Penalties (provided, however, that the all scheduled payments of principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer Servicer after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance For the purposes of each Mortgage Loan as of the related Cut-off Date is determined after application of this Agreement, payments of scheduled principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the principal balanceStated Principal Balance as of the related Cut-off Date. Such Monthly Payments prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit to the Servicer for deposit any such Monthly Payments prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the 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 collection thereof. If the Servicing Transfer related Cut-off Date has occurred, the Seller shall remit any such Monthly Payments belong to the Purchaser in accordance with the Servicing Transfer InstructionsPurchaser.

Purchase and Conveyance. The Seller, 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 in and to the Mortgage Loans, including the related Mortgage Note Notes and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, 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 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, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

Purchase and Conveyance. The SellerSeller agrees to sell from time to time, in exchange for the payment of the applicable Purchase Price by and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance Cut-off Date in an amount as set forth in the related PPTLPurchase 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 Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on a servicing released basiseach Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage LoanLoan purchased, the Purchaser shall own and be entitled to receive: (1a) all Monthly Payments scheduled principal due after the related Cut-off Date, (2b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that the all scheduled payments of principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer Servicer after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans net of the Servicing Fee and LPMI Fee, if any, (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance For the purposes of each Mortgage Loan as of the related Cut-off Date is determined after application of this Agreement, payments of scheduled principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the principal balanceStated Principal Balance as of the related Cut-off Date. Such Monthly Payments prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit to the Servicer for deposit any such Monthly Payments prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the 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 collection thereof. If the Servicing Transfer related Cut-off Date has occurred, the Seller shall remit any such Monthly Payments belong to the Purchaser in accordance with the Servicing Transfer InstructionsPurchaser.

Purchase and Conveyance. The Seller, in exchange for the payment of the applicable Purchase Price by Seller agrees to sell and the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys agrees to the Purchaserpurchase from time to time, without recourse, but subject to the terms of this AgreementAgreement and on a servicing retained basis, all of its rightsright, title and interest of the Seller in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, Loans in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, 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 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, on a other than the servicing released basisrights to such Mortgage Loans. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) the principal portion of all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

Purchase and Conveyance. The SellerSeller agrees to sell from time to time, in exchange for the payment of the applicable Purchase Price by and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance Cut-off Date in an amount as set forth in the related PPTLPurchase 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 Mortgage Loan Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on a servicing released basiseach Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the “Assignment and Conveyance Agreement”). With respect to each Mortgage LoanLoan purchased, the Purchaser shall own and be entitled to receive: (1a) all Monthly Payments scheduled principal due after the related Cut-off Date, (2b) all other payments and/or recoveries of principal collected after the related Cut-off Date Date, including any Prepayment Penalties (provided, however, that the all scheduled payments of principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer Servicer after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance For the purposes of each Mortgage Loan as of the related Cut-off Date is determined after application of this Agreement, payments of scheduled principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the principal balanceStated Principal Balance as of the related Cut-off Date. Such Monthly Payments prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit to the Servicer for deposit any such Monthly Payments prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the 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 collection thereof. If the Servicing Transfer related Cut-off Date has occurred, the Seller shall remit any such Monthly Payments belong to the Purchaser in accordance with the Servicing Transfer InstructionsPurchaser.

Purchase and Conveyance. The On each related Closing Date, the Seller, 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 related 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 in and to the Mortgage Loans, including Loans in the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related PPTLPurchase 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 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, on a servicing released basisbut excluding any BPP Fees. With respect to each Mortgage LoanLoan purchased, the Purchaser shall own and be entitled to receive: (1a) all Monthly Payments scheduled principal due after the related applicable Cut-off Date, (2b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that the all scheduled payments of principal portion of all Monthly Payments due on or before the related applicable Cut-off Date and collected by the Seller or any successor servicer Servicer after the related applicable Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related applicable Cut-off Date). The Stated Principal Balance of each ) and (d) all BPP Mortgage Loan as of Payments payable by the related Cut-off Date is determined Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest due after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related applicable Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

Purchase and Conveyance. The Seller, 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 in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, Loans in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTLTerm 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 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, on a other than the servicing released basisrights to such Mortgage Loans. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) the principal portion of all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

Purchase and Conveyance. The Seller, 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 in and to the Mortgage LoansLoans and the Servicing Rights, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, 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 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, on a servicing released basis. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense, the MERS System to indicate that such Mortgage Loan has been assigned by the Seller to the Purchaser in accordance with this Agreement by including (or deleting, in the case of a Mortgage Loan repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the Purchaser as the beneficial owner of such Mortgage Loan if such Purchaser is a member of MERS. The Purchaser has instructed that all MERS Mortgage Loans not be deregistered from the MERS System. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collectedDate, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

Purchase and Conveyance. The Seller, 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 in and to the Mortgage Loans, including the related Mortgage Note Notes and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, 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 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, on a servicing released servicing-retained basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the The Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.