Common use of Characterization Clause in Contracts

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including, without limitation, the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The If, notwithstanding the intention of the parties hereto agree that it is their express intent that the conveyance contemplated expressed in Section 1.2(c), any sale or contribution by an Originator or Parent to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or unenforceable, then this Agreement be, shall be deemed to constitute a security agreement under the UCC and be treated for other applicable law. For this purpose and without being in derogation of the parties’ intention that each conveyance of Receivables by an Originator or Parent hereunder shall constitute a true sale or other absolute assignment thereof: (i) Parent hereby grants to Buyer a duly perfected security interest in all purposes as, a sale by the Seller of all the Seller's Parent’s right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a pledge loan deemed to have been made in an amount equal to the credit to Buyer’s paid-in capital and capital surplus booked at the time of the Mortgage Loans by the Seller issuance to secure a debt or Parent of Buyer’s Equity Interests, together with all other obligation obligations of the Seller. HoweverParent to Buyer hereunder, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement which security interest shall be deemed prior to be all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority duly perfected security interest in all of the Seller's such Originator’s right, title and interest in in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) such Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities a loan deemed to have been made in an amount equal to the Trustee of Purchase Price owing to such Originator. Buyer and its interests assigns shall have, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The It is, further, not the intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) holder of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (ed) notifications toto Persons holding such property, and acknowledgments, receipts or confirmations from, persons or entities from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and Any assignment of the interest of the Purchaser shall, pursuant to the extent consistent with this Agreement, take such actions as may any provision hereof shall also be necessary to ensure that, if this Agreement were deemed to create a be an assignment of any security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcreated hereby.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities the Depositor to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 17 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoans and the Loan REMIC Interests. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans and the Loan REMIC Interests by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the Loan REMIC Interests are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's Seller right, title and interest in and to the Mortgage Loans and the Loan REMIC Interests and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans and the Loan REMIC Interests as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansLoans and the Loan REMIC Interests, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(b), the Mortgage Loans are held any sale by an Originator to continue to Buyer of Receivables hereunder shall be property characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the Sellerforegoing being a “Recharacterization”), then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that the sale of Receivables hereunder shall be deemed constitute a true sale thereof, each Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority duly perfected security interest in all of the Seller's such Originator’s right, title and interest in in, to and under all Receivables now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, all other rights and payments relating to the Mortgage Loans Receivables, each Lock-Box and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and Collection Account, all proceeds of the conversionforegoing and all other assets in which the Buyer has acquired, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities may hereafter acquire and/or purports to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be have acquired an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were secure the prompt and complete payment of a loan deemed to create a have been made in an amount equal to the Purchase Price of the Receivables generated by such Originator together with all of the other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence and during the continuance of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of Originator and Buyer represents and warrants as to itself that each remittance of Collections by Originator to Buyer hereunder will have been (i) in payment of a debt incurred by Originator in the Mortgage Loans, such security interest would be a perfected security interest ordinary course of first priority under applicable law business or financial affairs of Originator and will be maintained as such throughout Buyer and (ii) made in the term ordinary course of this Agreement business or financial affairs of Originator and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingBuyer.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that Furthermore, it is not their the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, Seller then: (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment assignments by CSFB Mortgage Securities the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 4(d) hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the Georgia Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further -11- agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in in, to and under the Collateral to the Mortgage LoansBuyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. The parties hereto further agree that Furthermore, it is not their intention intended that such conveyance be deemed a pledge of the Mortgage Collateral Loans by and the Seller other Collateral to the Buyer to secure a debt or other obligation of the Seller. HoweverIf, in the event thathowever, notwithstanding the intent intention of the parties, the Mortgage Loans are held to continue conveyance provided for in this Article II is determined to be property of the Sellera transfer for security and not to be an absolute sale, then: (a) then this Agreement shall also be deemed to be be, and hereby is, a “security agreement under applicable law; (b) agreement” within the transfer meaning of Article 9 of the Mortgage Loans provided for herein shall be deemed to be a grant by UCC and the Seller hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's right, title and interest in, to and under the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in and an amount equal to the Mortgage Loans and aggregate Purchase Price of the Collateral together with all amounts payable of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the holder(s) rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller authorizes the Buyer, the Administrative Agent and the Collateral Agent on behalf of the Mortgage Loans Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in accordance with each jurisdiction that the terms thereof (other than scheduled payments of interest and principal due on or before Buyer deems necessary in order to protect the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its security interests in the Mortgage Loans as contemplated by Collateral granted under this Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing2.05.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Exhibit A-1 Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Exhibit A-1 Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Exhibit A-1 Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Exhibit A-1 Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Exhibit A-1 Loans and all amounts payable to the holder(s) of the Mortgage Exhibit A-1 Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Exhibit A-1 Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees bailees, agents or agents securities intermediaries (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including, without limitation, the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Exhibit A-1 Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The If, notwithstanding the intention of the parties hereto agree that it is their express intent that the conveyance contemplated expressed in Section 1.2(c), any sale or contribution by an Originator or Parent to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or unenforceable, then this Agreement be, shall be deemed to constitute a security agreement under the UCC and be treated for other applicable law. For this purpose and without being in derogation of the parties' intention that each conveyance of Receivables by an Originator or Parent hereunder shall constitute a true sale or other absolute assignment thereof: (i) Parent hereby grants to Buyer a duly perfected security interest in all purposes as, a sale by the Seller of all the SellerParent's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a pledge loan deemed to have been made in an amount equal to the credit to Buyer's paid-in capital and capital surplus booked at the time of the Mortgage Loans by the Seller issuance to secure a debt or Parent of Buyer's Equity Interests, together with all other obligation obligations of the Seller. HoweverParent to Buyer hereunder, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement which security interest shall be deemed prior to be all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority duly perfected security interest in all of the Sellersuch Originator's right, title and interest in in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) such Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities a loan deemed to have been made in an amount equal to the Trustee of Purchase Price owing to such Originator. Buyer and its interests assigns shall have, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the Georgia Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in in, to and under the Collateral to the Mortgage LoansBuyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. The parties hereto further agree that Furthermore, it is not their intention intended that such conveyance be deemed a pledge of the Mortgage Loans by Collateral Obligations and the Seller other Collateral to the Buyer to secure a debt or other obligation of the Seller. HoweverIf, in the event thathowever, notwithstanding the intent intention of the parties, the Mortgage Loans are held to continue conveyance provided for in this Article II is determined to be property of the Sellera transfer for security and not to be an absolute sale, then: (a) then this Agreement shall also be deemed to be be, and hereby is, a “security agreement under applicable law; (b) agreement” within the transfer meaning of Article 9 of the Mortgage Loans provided for herein shall be deemed to be a grant by UCC and the Seller hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's right, title and interest in, to and under the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in and an amount equal to the Mortgage Loans and aggregate Purchase Price of the Collateral together with all amounts payable of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the holder(s) rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller authorizes the Buyer and the Collateral Agent on behalf of the Mortgage Loans Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in accordance with each jurisdiction that the terms thereof (other than scheduled payments of interest and principal due on or before Buyer deems necessary in order to protect the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its security interests in the Mortgage Loans as contemplated by Collateral granted under this Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing2.05.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the -11- Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) It is the express intent of the parties hereto agree that it is their express intent that the conveyance of the Collateral Interests by each Seller to the Issuer contemplated by this Agreement be, and be treated for all purposes as, a sale by the related Seller of all the Seller's rightrelated Collateral Interests. It is, title and interest in and to further, not the Mortgage Loans. The intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge by the applicable Seller of the Mortgage Loans by the Seller rights, titles and interests in and to such Collateral Interests conveyed to secure a debt or other obligation of the such Seller. However, in the event that, notwithstanding the intent of the parties, such rights, title and interest in and to the Mortgage Loans Collateral Interests intended to be conveyed by such Seller are held to continue to be property of the such Seller, then: then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer conveyance of the Mortgage Loans such Collateral Interests provided for herein shall be deemed to be a grant by the applicable Seller to the Purchaser Issuer of a first priority security interest in all of the Seller's rightrights, title and interest in and to the Mortgage Loans and such Collateral Interests intended to be conveyed by such Seller, all amounts payable to the holder(s) holders of the Mortgage Loans such Collateral Interests in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser Issuer of the related Mortgage Notes Collateral Interests and such other items of property as constitute instruments, money, negotiable documents or documents, chattel paper or investment property shall be deemed to be "possession “possession” by the secured party" party and “control” for purposes of perfecting the Purchaser's security interest under pursuant to the Uniform Commercial Code as in effect in any applicable lawjurisdiction (including but not limited to Sections 9-313 and 9-106 thereof); and (ed) notifications toto Persons holding such property, and acknowledgments, receipts or confirmations from, persons or entities from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser Issuer or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller Any assignment of the rights, titles and interests of the Purchaser shall, Issuer in and to the extent consistent with this Agreement, take such actions as may Collateral Interests pursuant to any provision of the Indenture shall also be necessary to ensure that, if this Agreement were deemed to create a be an assignment of any related security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoinginterests created hereby.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 2.1(b), the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant conveyance by the Seller to the Purchaser of Receivables hereunder shall be characterized as a first priority secured loan and not a sale, this Agreement shall nonetheless constitute a security agreement under applicable law. For this purpose, the Seller hereby grants to the Purchaser a duly perfected security interest in all of the Seller's right, title and interest in, to and under all (i) Receivables, (ii) all Related Security with respect to such Receivables, (it being understood that nothing contained in and this Agreement shall constitute a delegation of the Seller's duties under the Contracts related to the Mortgage Loans Receivables), (iii) all Records, (iv) all of the Seller's right, title and interest in each post office box and related post office box address and Lock-Box Account to which Collections are sent, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all amounts payable related agreements between the Seller and the Lock-Box Banks, (v) all Collections with respect to the holder(sforegoing, (vi) all payments on or with respect to such Receivables, all other rights relating to and payments made in respect of the Mortgage Loans in accordance with the terms thereof Receivables, and (other than scheduled payments of interest and principal due on or before the Cut-off Datevii) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashforegoing. After any Termination Event, instrumentsthe Purchaser and its assignees shall have, securities in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In that regard, the Purchaser is hereby granted a license or other property; (c) right to use, without charge, the assignment by CSFB Mortgage Securities to the Trustee Seller's copyrights, rights of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment use of any security interest created hereunder; (d) name, trade names, trademarks, service marks and advertising matter, or any property of a similar nature, as it may pertain to Related Security comprising repossessed or returned inventory the possession sale or lease of which shall have given rise to a Receivable and in order to facilitate the disposition by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreementinventory. In connection with the foregoinggrant of the transfer of ownership or security interest in the Receivables, by signing this Agreement in the space provided, the Seller hereby authorizes the Purchaser to execute and file such filing of all applicable UCC financing statements as the Purchaser may deem in all necessary or appropriate to accomplish the foregoingjurisdictions.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.01(c), the Mortgage Loans are held any sale or contribution by Transferor to continue to Buyer of Transferred Receivables hereunder shall be property characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the Sellerforegoing being a “Recharacterization”), then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that the sale of Transferred Receivables hereunder shall be deemed constitute a true sale thereof, Transferor hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Transferor’s right, title and interest in in, to and under all Transferred Receivables now existing and hereafter arising, all Collections, all Related Security and Records with respect thereto, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Transferred Receivables and all proceeds of the conversionforegoing, voluntary or involuntaryand all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of the foregoing into cash, instruments, securities or other property; this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Transferor hereunder (cincluding (a) the assignment by CSFB Mortgage Securities obligation to remit all Collections with respect to the Trustee of its interests in Transferred Receivables to the Mortgage Loans as contemplated by Section 16 hereof Buyer and (b) the obligation to transfer Receivables to the Buyer with a value at least equal to the Transferred Receivables, Collections thereon and the Related Security with respect thereto) which security interest shall be deemed prior to be an assignment all other Adverse Claims thereto. After the occurrence of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes a Termination Event, Buyer and such other items of property as constitute instrumentsits assigns shall have, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, in addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Transferor and the Buyer represents and warrants as may be necessary to ensure that, if this Agreement were deemed itself that each remittance of Collections and other property by the Transferor to create the Buyer hereunder will have been (i) in payment of a security interest debt incurred by the Transferor in the Mortgage Loans, such security interest would be a perfected security interest ordinary course of first priority under applicable law and will be maintained as such throughout business or financial affairs of the term of this Agreement Transferor and the Pooling Buyer and Servicing Agreement. In connection with (ii) made in the foregoing, ordinary course of business or financial affairs of the Seller authorizes Transferor and the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingBuyer.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(b), the Mortgage Loans are held any sale or contribution by Originator to continue to Buyer of Receivables hereunder shall be property characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the Sellerforegoing being a “Recharacterization”), then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, Originator (i) reaffirms its prior grant of a duly perfected security interest to Buyer pursuant to the Existing RSA and (ii) hereby grants to Buyer a duly perfected security interest in all of Originator’s right title and interest in, to and under all Receivables now existing and hereafter arising through and including the Termination Date, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing (collectively, the “RSA Collateral”) to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Each party hereto acknowledges and agrees that the security interest and liens granted pursuant to the Existing RSA shall continue in full force and effect, and this Section 1.6 shall be deemed to be a grant by the Seller to the Purchaser of continuation and reaffirmation, and not a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on replacement or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntarynovation, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities security interest and liens granted under and pursuant to the Trustee of Existing RSA. Buyer and its interests assigns shall have, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as may be necessary to ensure that, if this Agreement were deemed itself that each remittance of Collections by the Originator to create the Buyer hereunder will have been (i) in payment of a security interest debt incurred by the Originator in the Mortgage Loans, such security interest would be a perfected security interest ordinary course of first priority under applicable law and will be maintained as such throughout business or financial affairs of the term of this Agreement Originator and the Pooling Buyer and Servicing Agreement. In connection with (ii) made in the foregoing, ordinary course of business or financial affairs of the Seller authorizes Originator and the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingBuyer.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(c), any transfer by any Originator to the Mortgage Loans are held to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized in any manner other Receivables Sale Agreement than a true sale or true contribution or such transfer for any reason shall be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the applicable UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each transfer shall be deemed to be constitute a grant by true sale or true contribution and absolute assignment thereof, each of the Seller Originators hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's such Originator’s right, title and interest in in, to and under (i) all Receivables existing as of the close of business on the Initial Cutoff Date or thereafter arising from time to time prior to the Mortgage Loans Termination Date, and all amounts payable to rights and payments relating thereto, (ii) all Related Security relating thereto, whether existing on the holder(sInitial Cutoff Date or thereafter arising, (iii) of all Collections thereof, whether existing on the Mortgage Loans in accordance with Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and each Lock-Box Account, whether existing on the terms thereof Initial Cutoff Date or thereafter arising, and (other than scheduled payments of interest and principal due on or before the Cut-off Datev) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashforegoing, instrumentswhether existing on the Initial Cutoff Date or thereafter arising (collectively, securities or other property; (c) the assignment “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by CSFB Mortgage Securities the Buyer to each Originator in an amount equal to the Trustee of its interests aggregate Purchase Price for the Purchased Receivables originated by such Subsidiary Originator (or, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed case of CMC, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to be an assignment the Buyer’s capital), together with all other obligations of any such Originator hereunder, which security interest created hereunder; (d) the possession by the Purchaser interest, each of the related Mortgage Notes Originators hereby represents and such other items of property as constitute instrumentswarrants, moneyis valid, negotiable documents or chattel paper shall be deemed duly perfected and prior to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable lawall Adverse Claims. The Seller Buyer and the Purchaser shallits assigns shall have, in addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The (a) It is the express intent of the parties hereto agree that it is their express intent that the conveyance of the Collateral Securities by the Seller to the Depositor contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's rightrelated Collateral Securities. It is, title and interest in and to further, not the Mortgage Loans. The intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller of the rights, titles and interests in and to such Collateral Securities conveyed to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, such rights, titles and interests in and to the Mortgage Loans Collateral Securities intended to be conveyed by the Seller are held to continue to be property of the Seller, then: then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer conveyance of the Mortgage Loans such Collateral Securities provided for herein shall be deemed to be a grant by the Seller to the Purchaser Depositor of a first priority security interest in all of the Seller's rightrights, title titles and interest interests in and to such Collateral Securities intended to be conveyed by the Mortgage Loans and Seller, all amounts payable to the holder(s) holders of the Mortgage Loans such Collateral Securities in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment possession by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Collateral Securities and such other items of property as constitute instruments, money, negotiable documents or documents, chattel paper or investment property shall be deemed to be "possession “possession” by the secured party" party and “control” for purposes of perfecting the Purchaser's security interest under pursuant to the Uniform Commercial Code as in effect in any applicable lawjurisdiction (including but not limited to Sections 9-313 and 9-106 thereof); and (ed) notifications toto Persons holding such property, and acknowledgmentsacknowledgements, receipts or confirmations from, persons or entities from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser Depositor or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller Any assignment of the rights, titles and interests of the Purchaser shall, Depositor in and to the extent consistent with this Agreement, take such actions as may Collateral Securities pursuant to any provision of the Indenture shall also be necessary to ensure that, if this Agreement were deemed to create a be an assignment of any related security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoinginterests created hereby.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(c), any transfer by any Originator to the Mortgage Loans are held to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized in any manner other than a true sale or true contribution or such transfer for any reason shall be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the applicable UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each transfer shall be deemed to be constitute a grant by true sale or true contribution and absolute assignment thereof, each of the Seller Originators hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's such Originator’s right, title and interest in in, to and under (i) all Receivables existing as of the close of business on the Initial Cutoff Date or thereafter arising from time to time prior to the Mortgage Loans Termination Date, and all amounts payable to rights and payments relating thereto, (ii) all Related Security relating thereto, whether existing on the holder(sInitial Cutoff Date or thereafter arising, (iii) of all Collections thereof, whether existing on the Mortgage Loans in accordance with Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and each Lock-Box Account, whether existing on the terms thereof Initial Cutoff Date or thereafter arising, and (other than scheduled payments of interest and principal due on or before the Cut-off Datev) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashforegoing, instrumentswhether existing on the Initial Cutoff Date or thereafter arising (collectively, securities or other property; (c) the assignment “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by CSFB Mortgage Securities the Buyer to each Originator in an amount equal to the Trustee of its interests aggregate Purchase Price for the Purchased Receivables originated by such Subsidiary Originator (xxxxx, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed case of CMC, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to be an assignment the Buyer’s capital), together with all other obligations of any such Originator hereunder, which security interest created hereunder; (d) the possession by the Purchaser interest, each of the related Mortgage Notes Originators hereby represents and such other items of property as constitute instrumentswarrants, moneyis valid, negotiable documents or chattel paper shall be deemed duly perfected and prior to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable lawall Adverse Claims. The Seller Buyer and the Purchaser shallits assigns shall have, in addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated of the ING Receivables Interest by this Agreement be, and Triple-A to ING be treated for all purposes as, construed as a sale of the ING Receivables Interest by the Seller of all the Seller's right, title Triple-A to ING and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be as a pledge of the Mortgage Loans ING Receivables Interest by the Seller Triple-A to ING to secure a debt or other obligation of the Seller. Triple-A. However, in the event thatif, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are ING Receivables Interest is held to continue to be property of the SellerTriple-A, then: , (a) it is the express intent of the parties that such conveyance be deemed a pledge of the ING Receivables Interest by Triple-A to ING to secure a debt or other obligation of Triple-A, and (b) (i) this Agreement shall also be deemed to be a security agreement under within the meaning of Article 9 of the Uniform Commercial Code of the applicable law; jurisdiction, and (bii) the transfer of the Mortgage Loans conveyance provided for herein shall be deemed to be a grant by the Seller Triple-A to the Purchaser ING of a first priority security interest in all of the SellerTriple-A's right, title and interest in and to the Mortgage Loans ING Receivables Interest, and all amounts payable to the holder(s) holder of the Mortgage Loans ING Receivables Interest in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) . Triple-A shall take such actions, at the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser expense of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shallING, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansING Receivables Interest, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with Triple-A does hereby consent to the foregoing, the Seller authorizes the Purchaser to execute and file such UCC filing by ING of financing statements as to perfect the Purchaser may deem necessary or appropriate to accomplish transactions contemplated hereby without the foregoing.signature of Triple-A.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoan. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans Loan by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Loan is held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Loan provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans Loan and all amounts payable to the holder(s) of the Mortgage Loans Loan in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansLoan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The It is the intention of the parties that the Lessee shall treat this Lease, for accounting purposes, as an operating lease, and for all other purposes, including federal, state and local income Tax, and commercial law and bankruptcy purposes, it is the intention of the parties hereto agree that it is their express intent (i) this Lease and the corresponding Lease Supplement be treated as either a mortgage, assignment of rents and security agreement or a deed of trust, assignment of rents and security agreement and financing statement or similar instrument with a POWER OF SALE (the "Lessee Mortgage") from the Lessee, as mortgagor, to the Lessor, and that the conveyance contemplated by this Agreement beLessee, as grantor, hereby has mortgaged, given, granted, bargained, sold alienated, enfeoffed, conveyed, confirmed and assigned, WITH POWER OF SALE, and be treated for all purposes asby these presents does mortgage, give, grant, bargain, sale, alienate, enfeoff, convey, confirm and assign WITH POWER OF SALE unto the Lessor, as mortgagee, a sale by first and paramount Lien on the Seller of all the SellerLEASE Proprietary & Confidential Lessee's right, title and interest in the Mortgaged Property (as defined in the applicable Lease Supplement), (ii) the Lessee Mortgage will secure the payment and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge performance of the Mortgage Loans by Secured Obligations, (iii) all payments of Fixed Rent and Additional Rent shall be treated as payment of interest on the Seller to secure a debt or other obligation Secured Obligations, and all payments of Termination Value and Residual Value Amount shall be treated as payment of principal of the Seller. HoweverSecured Obligations, in (iv) the event that, notwithstanding the intent Lessor shall have all of the partiesrights, powers and remedies of a mortgagee and/or secured party available under applicable Law to take possession of and sell (whether by judicial foreclosure, power of sale or otherwise) the Mortgage Loans are held to continue to be property Mortgaged Property, (v) the effective date of the Seller, then: Lessee Mortgage will be the date of the applicable Lease Supplement and (avi) this Agreement the reference to Section 11.01 and the recording of the applicable Lease Supplement shall be deemed to be a security agreement under applicable law; (b) the transfer recording of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingLessee Mortgage.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In -12- connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoans and the Loan REMIC Interests. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans and the Loan REMIC Interests by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the Loan REMIC Interests are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and the Loan REMIC Interests and all amounts payable to the holder(s) of the Mortgage Loans and the Loan REMIC Interests in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans and the Loan REMIC Interests as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) pursuant to Section 9-305 of the Purchaser for Georgia Uniform Commercial Code, the purpose of perfecting such security interest under applicable law. The Seller New York Uniform Commercial Code and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest Uniform Commercial Code of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.any other applicable

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the North Carolina Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Schedule A-1 Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Schedule A-1 Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Schedule A-1 Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Schedule A-1 Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Schedule A-1 Loans and all amounts payable to the holder(s) of the Mortgage Schedule A-1 Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Schedule A-1 Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the Ohio Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Schedule A-1 Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) It is the express intent of the parties hereto agree that it is their express intent that the conveyance of the Collateral Securities by the Seller to the Depositor contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's rightrelated Collateral Securities. It is, title and interest in and to further, not the Mortgage Loans. The intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller of the rights, titles and interests in and to such Collateral Securities conveyed to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, such rights, titles and interests in and to the Mortgage Loans Collateral Securities intended to be conveyed by the Seller are held to continue to be property of the Seller, then: then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer conveyance of the Mortgage Loans such Collateral Securities provided for herein shall be deemed to be a grant by the Seller to the Purchaser Depositor of a first priority security interest in all of the Seller's rightrights, title titles and interest interests in and to such Collateral Securities intended to be conveyed by the Mortgage Loans and Seller, all amounts payable to the holder(s) holders of the Mortgage Loans such Collateral Securities in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment possession by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Collateral Securities and such other items of property as constitute instruments, money, negotiable documents or documents, chattel paper or investment property shall be deemed to be "possession possession" by the secured partyparty and "control" for purposes of perfecting the Purchaser's security interest under pursuant to the Uniform Commercial Code as in effect in any applicable lawjurisdiction (including but not limited to Sections 9-313 and 9-106 thereof); and (ed) notifications toto Persons holding such property, and acknowledgments, receipts or confirmations from, persons or entities from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser Depositor or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller Any assignment of the rights, titles and interests of the Purchaser shall, Depositor in and to the extent consistent with this Agreement, take such actions as may Collateral Securities pursuant to any provision of the Indenture shall also be necessary to ensure that, if this Agreement were deemed to create a be an assignment of any related security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoinginterests created hereby.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoan. The parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans Loan by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Loan is held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Loan provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans Loan and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes Note and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the Maryland Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansLoan, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the Ohio Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities PSSFC to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the New Jersey Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 2.01(b), any sale by any Originator to the Mortgage Loans are held to continue to Buyer of any Receivable Assets hereunder shall be property of the Sellercharacterized as a secured loan and not as a sale or absolute transfer thereof or such sale or transfer shall for any reason be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that the sale of Originator Receivables hereunder shall be deemed to be constitute a grant by the Seller true sale thereof, each Originator hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's such Originator’s right, title and interest in in, to and under all of its Originator Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each lock-box and lock-box account to which any Collections are remitted or deposited, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Originator Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities a loan deemed to have been made in an amount equal to the Trustee of its interests in Initial Purchase Price or the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents Purchase Price (as applicable) of the Purchaser for the purpose Originator Receivables together with all other obligations of perfecting such Originator hereunder, and such Originator covenants that it shall take all actions reasonably necessary to ensure that such security interest under applicable lawshall be prior to all other Adverse Claims thereto. The Seller Furthermore, in the event the sale of the Receivable Assets hereunder is characterized other than as a sale, each of the Buyer and the Purchaser shallOriginators represents, as to itself, that each remittance of Collections by such Originator to the extent consistent with Buyer or its assignees under this Agreement will have been (i) in payment of a debt incurred by such Originator in the ordinary course of business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and the Buyer. After the Termination Date, the Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in in, to and under the Collateral (including, without limitation, the Closing Date Collateral Loans) to the Mortgage LoansBuyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. The parties hereto further agree that Furthermore, it is not their intention intended that such conveyance be deemed a pledge of the Mortgage Collateral Loans by and the Seller other Collateral to the Buyer to secure a debt or other obligation of the Seller. HoweverIf, in the event thathowever, notwithstanding the intent intention of the parties, the Mortgage Loans are held to continue conveyance provided for in this Article II is determined to be property of the Sellera transfer for security and not to be an absolute sale, then: (a) then this Agreement shall also be deemed to be be, and hereby is, a “security agreement under applicable law; (b) agreement” within the transfer meaning of Article 9 of the Mortgage Loans provided for herein shall be deemed to be a grant by UCC and the Seller hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's right, title and interest in, to and under the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in and an amount equal to the Mortgage Loans and aggregate Purchase Price of the Collateral together with all amounts payable of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the holder(s) rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller's authorizes Buyer, the Administrative Agent and the Collateral Agent on behalf of the Mortgage Loans Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in accordance with each jurisdiction that the terms thereof (other than scheduled payments of interest and principal due on or before Buyer deems necessary in order to protect the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its security interests in the Mortgage Loans as contemplated by Collateral granted under this Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing2.05.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that Furthermore, it is not their the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, Seller then: (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment assignments by CSFB Mortgage Securities the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 4(d) hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under pursuant to Section 9-305 of the [Georgia] Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.