Common use of Purchase and Conveyance Clause in Contracts

Purchase and Conveyance. On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest due after the applicable Cut-off Date.

Purchase and Conveyance. On each related Closing Date, the The Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement/Servicer, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledgedPurchaser on the Closing Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest of the Seller/Servicer in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related a Cut-off Date in an amount Principal Balance as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of reflected on the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, Schedule together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. The sale of the Mortgage Loans by the Seller/Servicer is on a servicing-retained basis with a Servicing Fee Rate as set forth in the Mortgage Loan Schedule. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Seller/Servicer after the applicable Cut-off Date shall belong to the Seller), /Servicer) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by ). For the Servicer pursuant to Subsection 11.27 with respect to purposes of this Agreement, payments of scheduled principal and interest due after prepaid for a Due Date beyond the applicable Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller/Servicer shall remit for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Seller/Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. On Seller agrees to sell and Purchaser agrees to purchase on each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by Purchaser on the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaserrelated Closing Date, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest of Seller in and to the Mortgage Loans in listed on the related Mortgage Loan Package Schedule and having an aggregate principal balance on the related Cut-off Date in an amount as Principal Balance set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing DateMortgage Loan Schedule, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Feestherein other than the servicing rights thereto. The sale of the Mortgage Loans by Seller is on a servicing-retained basis with a servicing fee as set out in the related Commitment Letter. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable related Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable related Cut-off Date and collected by the Servicer Seller after the applicable related Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the LPMI fee and the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable related Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by ). For the Servicer pursuant to Subsection 11.27 with respect to purposes of this Agreement, payments of scheduled principal and interest due after prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of Purchaser. Seller shall remit for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of Purchaser, for remittance by Seller to Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to Purchaser.

Purchase and Conveyance. On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest due after the applicable Cut-off Date).

Purchase and Conveyance. On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal portion of all Monthly Payments due (or received in the case of the Option ARM Mortgage Loans) after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, belong to the Seller), (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest due after the applicable Cut-off Date.

Purchase and Conveyance. On each related Closing Date, the The Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledgedPurchaser on the related Closing Date, hereby sellsagrees to sell, transferstransfer, assignsassign, sets set over and conveys convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related a Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms AgreementTerm Sheet, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27 11.25 with respect to scheduled principal and interest due after the applicable Cut-off Date.

Purchase and Conveyance. On each related Closing Date, the The Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledgedPurchaser on the related Closing Date, hereby sellsagrees to sell, transferstransfer, assignsassign, sets set over and conveys convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related a Mortgage Loan Package having an aggregate principal balance Stated Principal Balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms AgreementTerm Sheet, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal portion of all Monthly Payments due (or received in the case of the Option ARM Mortgage Loans) after the applicable Cut-off Date, Date and (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, belong to the Seller), (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27 11.25 with respect to scheduled principal and interest due after the applicable Cut-off Date.

Purchase and Conveyance. On each related Closing DateThe Seller agrees to sell from time to time, and the SellerPurchaser agrees to purchase from time to time, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms AgreementLetter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, but excluding any BPP Feessimultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the “Assignment and Conveyance Agreement”). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable related Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable related Cut-off Date and collected by the Servicer after the applicable related Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable related Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by ). For the Servicer pursuant to Subsection 11.27 with respect to purposes of this Agreement, payments of scheduled principal and interest due after prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. On each Each Closing shall take place on the related Closing Date. Subject to the terms of this Agreement and satisfaction of the Closing conditions, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledgedPurchaser on each Closing Date, hereby sellsagrees to sell, transferstransfer, assignsassign, sets set over and conveys convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in set forth on the Mortgage Loan Schedule attached to the related Bill of Sale and the Servicing Rights related thereto. The obligation of Purchaser to purchase any Mortgage Loan Package from Seller and of Seller to sell any Mortgage Loans to Purchaser on a Closing Date is contingent upon all Closing Conditions (as defined in Section 8 hereto) having an aggregate principal balance on been met, including, but not limited to the related Cut-off Date in an amount as set forth in the related Purchase Price satisfactory due diligence review and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance examination of the Mortgage Loan Package accepted Documents prior to such Closing Date in accordance with Section 5 by Purchaser or its designee to confirm that such Mortgage Loans conform to the Purchaser on terms of the related Closing DateBill of Sale and this Agreement. After each Closing, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each related Mortgage Loan purchasedLoan, the Purchaser shall own and be entitled to receive: (a1) all scheduled principal due Monthly Payments received or collected after the applicable related Cut-off Date, (b2) all other payments and/or recoveries of principal or interest collected on or after the applicable Cut-off Date, and (3) all other monies collected by the Seller and Interim Servicer or received after the related Cut-off Date (provided, however, that all scheduled payments of principal due on relating to or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), (c) all payments of interest on the in connection with such Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest due after the applicable Cut-off DateLoan.

Purchase and Conveyance. On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over shall execute and conveys deliver to the Purchaser, without recourse, but subject to Purchaser an Assignment and Conveyance in the terms of this Agreement, all of its rights, title and interest in and form attached hereto as Exhibit 12 with respect to the Mortgage Loans in identified on the related Mortgage Loan Package having an aggregate principal balance Schedule attached thereto. The sale of the Mortgage Loans by Seller is on the related Cuta servicing-off Date in an amount retained basis with a servicing fee as set forth out in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP FeesCommitment Letter. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer Seller after the applicable Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by ). For the Servicer pursuant to Subsection 11.27 with respect to purposes of this Agreement, payments of scheduled principal and interest due after prepaid for a Due Date beyond the applicable Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of Purchaser. Seller shall remit for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of Purchaser, for remittance by Seller to Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to Purchaser.

Purchase and Conveyance. On each related Closing DateThe Seller agrees to sell from time to time, and the SellerPurchaser agrees to purchase from time to time, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, but excluding any BPP Feessimultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable related Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable related Cut-off Date and collected by the Servicer after the applicable related Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable related Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by ). For the Servicer pursuant to Subsection 11.27 with respect to purposes of this Agreement, payments of scheduled principal and interest due after prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. On each related Closing Date, the The Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the PurchaserPurchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related a Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms AgreementTerm Sheet, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), ) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by ). For the Servicer pursuant to Subsection 11.27 with respect to purposes of this Agreement, payments of scheduled principal and interest due after prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. On each related Closing DateThe Seller agrees to sell from time to time, and the SellerPurchaser agrees to purchase from time to time, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, but excluding any BPP Feessimultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the “Assignment and Conveyance Agreement”). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable related Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the applicable Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), (c) all payments of interest on the Mortgage Loans Loans, net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable related Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by ). For the Servicer pursuant to Subsection 11.27 with respect to purposes of this Agreement, payments of scheduled principal and interest due after prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase and Conveyance. On each related Closing DateThe Seller agrees to sell from time to time, and the SellerPurchaser agrees to purchase from time to time, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate actual unpaid principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the aggregate actual aggregate unpaid principal balance of the Mortgage Loan Package Loans accepted by the Purchaser on the related each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, but excluding any BPP Feessimultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement"). With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled actual principal due after the applicable related Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable related Cut-off Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), (c) and (3) all payments of interest on the Mortgage Loans net of the applicable Servicing Fee Fees (minus that portion of any such interest payment that which is allocable to the period prior to the applicable related Cut-off Date) and (d) all BPP ). The outstanding principal balance of each Mortgage Loan Payments payable by as of the Servicer pursuant related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date, to Subsection 11.27 the extent actually collected, together with respect any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest due after paid prior to such Cut-off date, but to be applied on a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase and Conveyance. On each related Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the Purchaser, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in the related Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Fees. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the applicable Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the applicable Cut-off Cutoff Date and collected by the Servicer after the applicable Cut-off Date shall belong to the Seller), (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27 with respect to scheduled principal and interest due after the applicable Cut-off Date.

Purchase and Conveyance. On each related Closing Date, the The Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, in exchange for the payment of the applicable Purchase Price by the PurchaserPurchaser on the Closing Date, the receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in Loans, including the related Mortgage Loan Package Notes and Mortgages, having an aggregate principal balance on the related Cut-off Date a Stated Principal Balance in an amount as set forth in the related Purchase Price and Terms Agreement, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing DateSchedule, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, but excluding any BPP Feeson a servicing retained basis. With respect to each Mortgage Loan purchasedLoan, the Purchaser shall own and be entitled to receive: (a1) the principal portion of all scheduled principal Monthly Payments due after the applicable Cut-off Date, (b2) all other payments and/or recoveries of principal collected on or after the applicable Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the applicable Cut-off Date and collected by the Servicer Seller or any successor servicer after the applicable Cut-off Date shall belong to the Seller), and (c3) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that which is allocable to the period prior to the applicable Cut-off Date) and (d) all BPP ). The Stated Principal Balance of each Mortgage Loan Payments payable by as of the Servicer pursuant Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to Subsection 11.27 with respect to scheduled principal and interest due after the applicable Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. The Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof.