Common use of Conveyance of Mortgage Loans Clause in Contracts

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable)Schedule. Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit $200 into the Certificate Account for the benefit of the Class P-1 and Class P-2 Certificates.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, Each Seller concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, Each Seller concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable)Schedule. Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate and the Seller's security interest in any Additional Collateral. On Except as provided by the Additional Pledged Collateral Custodial Agreement delivered herewith, on or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable)Schedule. Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first applicable Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty twenty-one (2021) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit $200 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, Each Seller concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the each Initial Mortgage LoansLoan, including all interest and principal received or receivable by due to the Seller on or with respect to the each Initial Mortgage Loans Loan after the Initial related Cut-off Date and all interest and principal payments on each Initial Mortgage Loan received before the Mortgage Loans received prior to the Initial related Cut-off Date in respect of for installments of interest and principal due thereafter, after the related Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial related Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Initial Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Initial Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Initial Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $200 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate or amounts attributable to Retained Yield. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates and $1,000 into the Carryover Shortfall Reserve Fund.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the each Initial Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on the each Initial Mortgage Loans Loan received prior to before the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Initial Cut-Off Date but not including payments of principal and interest due and payable on the Mortgage Loans on or before by the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Initial Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Initial Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date Date, or any Supplemental Subsequent Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Subsequent Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $200 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans and Park Granada Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty twenty-one (2021) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, Each Seller concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include both Countrywide Mortgage Loans and Park Granada Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate or amounts attributable to Retained Yield. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the DepositorCustodian, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and the Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the such Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include both Countrywide Mortgage Loans and Park Granada Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, Each Seller concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Initial Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall also deposit or shall cause to be deposited $1,000 into the Carryover Reserve Fund and $200 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the such Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate corridor transaction evidenced by each Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Corridor Contract Administrator, on the terms and conditions set forth in the Corridor Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-Cut- off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $200 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Initial Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Initial Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Initial Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the such Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty twenty-one (2021) days following the applicable Supplemental Subsequent Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Subsequent Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Subsequent Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The SellerDepositor, as of the date of this Agreement, does hereby establish the Trust, and, concurrently with the execution and delivery hereofof this Agreement, does hereby sellstransfer, transfersassign, assigns, sets set over and otherwise conveys convey to the Depositor, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Initial Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Assignment and Assumption Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable by the Seller Seller, the Depositor, the Servicer or the Master Servicer on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including (other than payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date), including Principal Prepayments, and interest thereon, received after October 1, 2005 by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. On The Depositor herewith delivers to the Trustee an executed copy of the Reconstitution Agreement. In addition, on or prior to the Closing Date, the Seller Trustee shall deliver to execute the Swap Agreement and the Depositor or, at the Depositor's direction, to hereby directs the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loansdo so. With respect to any Initial Mortgage Loan that does not have a first payment date on or before during the Due Date in the month of Period related to the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Depositor shall deposit into the Distribution Account on or before the Distribution Account Deposit Servicer Remittance Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.. In addition, on or prior to the Closing Date, the Depositor shall cause CIFG to deliver the Class A1A Policy to the Trustee. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Seller, Each Seller concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate corridor transaction evidenced by the Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Corridor Contract Administrator, on the terms and conditions set forth in the Corridor Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date, the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall also deposit or shall cause to be deposited $1,000 into the Carryover Reserve Fund and $100 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first applicable Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall also deposit or shall cause to be deposited (x) $1,000 into the Carryover Reserve Fund for the benefit of the LIBOR Certificates and (y) $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Seller, Each Seller concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate corridor transaction evidenced by the Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Corridor Contract Administrator, on the terms and conditions set forth in the Corridor Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date, the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include both Countrywide Mortgage Loans and Park Granada Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to (i) the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate and (ii) with respect to the Additional Collateral Loans, all Additional Collateral related thereto and all proceeds thereof. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days five Business Days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include both Countrywide Mortgage Loans and Park Granada Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the DepositorPurchaser, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate or amounts attributable to Retained Yield. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee Purchaser or other designee of the Depositorits designee, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor Purchaser of the purchase price, previously agreed to by the Seller and DepositorPurchaser, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $200 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into the Swap Contract Administration Agreement as Swap Contract Administrator and (y) to assign all of its right, title and interest in and to the Swap Contracts to, and to cause all of its obligations in respect of each such transaction to be assumed by, the Swap Contract Administrator on the terms and conditions set forth in the related Swap Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty twenty-one (2021) days following the applicable Supplemental Subsequent Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Subsequent Mortgage Loan that does not have a first payment date on or before the Due Date in the month after of the related Supplemental Transfer second Distribution Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the DepositorTrustee, without recourse, the following property (collectively, the “Conveyed Assets”) all the right, title and interest of the Seller Depositor (i) in and to the Initial Mortgage LoansLoans (including the related Mortgage Notes and Mortgages), including all interest and principal received or receivable by the Seller Depositor on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date, and including any REO Property with respect to any such Mortgage Loan, (ii) (but none of its obligations) in, to and under the Mortgage Loan Purchase Agreement and (iii) (but none of its obligations) in, to and under the Purchase Agreement pursuant to the Countrywide Acknowledgement in respect of the Mortgage Loans. On or prior to the Closing Date, the Seller Depositor shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the DepositorTrustee, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) 30 days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment delivery by the Depositor Trustee of the purchase price, previously agreed Certificates to by the Seller and Depositor, for the Mortgage LoansDepositor or its designee. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Depositor shall deposit cause to be deposited into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-Cut- off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate or amounts attributable to Retained Yield. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate and the Seller's security interest in any Additional Collateral. On Except as provided by the Additional Pledged Collateral Custodial Agreement delivered herewith, on or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other direction another designee of the DepositorDepositor or retain as Custodian on behalf of the Trustee, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable)Schedule. Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The SellerEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby sells, transfers, assigns, sets over and otherwise conveys assign in trust to the DepositorTrustee, without recourse, for the benefit of the Certificateholders all the right, title and interest of the Seller in Depositor, in, to and to under (i) the Initial Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Certificate Account, the Reserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan and (v) all other assets included or to be included in REMIC I for the benefit of REMIC II and REMIC III. Such assignment includes all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans and due after the Initial Cut-off Date and all interest and principal payments on Off Date. The transfer of the Mortgage Loans received prior and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the Initial Cut-off Date in respect initial sale of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of Certificates by the Depositor, the Mortgage File for each Mortgage Loan listed in purchase price to be paid includes a portion attributable to interest accruing on the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Certificates from and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance Off Date. The transfer and assignment of any Non-Serviced Mortgage Loan to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of each Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, each Loan Pair Intercreditor Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall also deposit or shall cause to be deposited $1,000 into the Carryover Reserve Fund.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate corridor transaction evidenced by each Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Corridor Contract Administrator, on the terms and conditions set forth in the Corridor Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit or shall cause to be deposited $2,001,000 into the Carryover Reserve Fund.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall also deposit or shall cause to be deposited $1,000 into the Carryover Reserve Fund and $300 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Initial Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Initial Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date Date, or any Supplemental Subsequent Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Subsequent Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount. Also on the Closing Date the Depositor shall deposit $200 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-Cut- off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall deposit $100 into the Certificate Account.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the DepositorTrustee, without recourse, the following property (collectively, the "Conveyed Assets") all the right, title and interest of the Seller Depositor (i) in and to the Initial Mortgage LoansLoans (including the related Mortgage Notes and Mortgages), including all interest and principal received or receivable by the Seller Depositor on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date, and including any REO Property with respect to any such Mortgage Loan, (ii) (but none of its obligations) in, to and under the Mortgage Loan Purchase Agreement and (iii) (but none of its obligations) in, to and under each Purchase Agreement pursuant to the related Acknowledgement in respect of the related Mortgage Loans. On or prior to the Closing Date, the Seller Depositor shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the DepositorTrustee, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) 30 days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment delivery by the Depositor Trustee of the purchase price, previously agreed Certificates to by the Seller and Depositor, for the Mortgage LoansDepositor or its designee. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Depositor shall deposit cause to be deposited into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The SellerDepositor, as of the date of this Agreement, does hereby establish the Trust, and, concurrently with the execution and delivery hereofof this Agreement, does hereby sellstransfer, transfersassign, assigns, sets set over and otherwise conveys convey to the Depositor, Trustee without recourse, recourse for the benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Initial Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Assignment and Assumption Agreement, the Mortgage Loan Purchase Agreement and the Reconstitution Agreement, and all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable by the Seller Seller, the Depositor, the Servicer or the Master Servicer on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including (other than payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date), including Principal Prepayments, and interest thereon, received after ______________ by the Seller, the Depositor or the Servicer on or with respect to the Mortgage Loans. On The Depositor herewith delivers to the Trustee an executed copy of the Reconstitution Agreement. In addition, on or prior to the Closing Date, the Seller Trustee shall deliver to execute the Swap Agreement and the Depositor or, at the Depositor's direction, to hereby directs the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loansdo so. With respect to any Initial Mortgage Loan that does not have a first payment date on or before during the Due Date in the month of Period related to the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Depositor shall deposit into the Distribution Account on or before the Distribution Account Deposit Servicer Remittance Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.. In addition, on or prior to the Closing Date, the Depositor shall cause [__] to deliver the Class [__] Policy to the Trustee. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee, for the benefit of the Certificateholders, as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof, and (ii) this Agreement shall constitute a security agreement under applicable law. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Trustee or the Custodian, as applicable, a copy of the related Mortgage Loan Schedule in an electronic, machine-readable medium, and the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (each, a “Mortgage File”):

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates, $1,000 into the Class A-2X Carryover Reserve Fund and $1,000 into the Class A-4X Carryover Reserve Fund.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys sells to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of Xxxe for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment in cash to the Seller by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Also on the Closing Date the Depositor shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the Initial applicable Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into the Corridor Contract Administration Agreement as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate corridor transaction evidenced by the Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Corridor Contract Administrator, on the terms and conditions set forth in the Corridor Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the related Initial Mortgage Loans, including all interest and principal received or receivable by the Seller such Seller, on or with respect to the applicable Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Initial Mortgage Loans Loans, on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into the Swap Contract Administration Agreement as Swap Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Old Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall deposit $200 into the Certificate Account for the benefit of the Class P-1 and Class P-2 Certificates.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-Off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Initial Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Net Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. If the Seller shall fail to deposit such amount by the first Distribution Account Deposit Date, the Trustee shall deposit such amount.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the DepositorPurchaser, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-Cut- off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off DateDate or amounts attributable to Retained Yield. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee Purchaser or other designee of the Depositorits designee, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor Purchaser of the purchase price, previously agreed to by the Seller and DepositorPurchaser, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Purchaser shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall also deposit or shall cause to be deposited (x) $1,000 into the Carryover Reserve Fund for the benefit of the LIBOR Certificates and (y) $100 into the Certificate Account for the benefit of the Class P Certificates.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Each Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial related Mortgage Loans, including all interest and principal received or receivable by the such Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the related Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller Countrywide shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller Sellers and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller Countrywide shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. Countrywide further agrees (x) to cause The Bank of New York to enter into each of the Corridor Contract Administration Agreements as Corridor Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate corridor transactions and interest rate cap transaction evidenced by the Confirmations, and to cause all of its obligations in respect of such transaction to be assumed by, the Corridor Contract Administrator, on the terms and conditions set forth in the Corridor Contract Assignment Agreement.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the its respective right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the such Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable)Schedule. Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into to the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. In addition, on the Closing Date, the Depositor shall cause $100.00 to be deposited into the Class C Distribution Account.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereofof this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys transfers to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial each Mortgage LoansLoan, including all interest and principal received or receivable by the Seller on or with respect to the Initial each Mortgage Loans Loan after the Initial Cut-off Date and all interest and principal payments on each Mortgage Loan received before the Mortgage Loans received prior to the Initial Cut-off Date in respect of for installments of interest and principal due thereafter, after the Cut-off Date but not including payments of principal and interest due and payable on by the Mortgage Loans on or before the Initial Cut-off Date. On or prior to By the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's ’s direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following five Business Days of the Closing Date or twenty (20Date) days following as of the applicable Supplemental Transfer Closing Date, as applicable). Such The delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the first Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's ’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan. On the Closing Date the Depositor shall also deposit or shall cause to be deposited $3,000 into the Carryover Shortfall Reserve Fund.

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Seller in and to the Initial Mortgage Loans, including all interest and principal received or receivable by the Seller on or with respect to the Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Initial Cut-off Date. On or prior to the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within thirty (30) days following the Closing Date or twenty (20) days following the applicable Supplemental Transfer Date, as applicable). Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Mortgage Loans. With respect to any Initial Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date or any Supplemental Mortgage Loan that does not have a first payment date on or before the Due Date in the month after the related Supplemental Transfer Date, the Seller shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the first applicable Distribution Date, an amount equal to one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.