Common use of Conveyance of Mortgage Loans and Other Assets to the Trust Clause in Contracts

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller in, but none of the obligations of the Seller with respect to, the Mortgage Loan Purchase Agreement, including but not limited to Seller's rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and Certificateholders, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the Seller, and (viii) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's, the Trust's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Seller shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. In addition to the foregoing, the Seller shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller Depositor in, but none of the obligations of the Seller Depositor with respect to, the Mortgage Loan Purchase Agreement, including but not limited to Seller's Depositor’s rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the its rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and CertificateholdersAgreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the SellerDepositor, (viii) if any of the Mortgage Loans identified on the Mortgage Loan Schedule are MLCC Mortgage Loans, its related rights under the MLCC Limited Purpose Surety Bond and (viiiix) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the Seller's Depositor’s right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller Depositor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's’s, the Trust's ’s and the Certificateholders' ’ sole remedy for any breach thereof. At the request of the Trustee, the Seller Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the Seller's Depositor’s right, title and interest as set forth above. In addition to the foregoing, the Seller Depositor shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A6.01(a) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. C. § 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on on, and Prepayment Penalty Amounts paid with respect to, a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account (but, in each case, excluding all investment earnings thereon), ) for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller Depositor in, but none of the obligations of the Seller Depositor with respect to, the Mortgage Loan Purchase Agreement, including but not limited to SellerDepositor's rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the its rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and CertificateholdersAgreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the SellerDepositor, (viii) [Reserved] and (viiiix) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the SellerDepositor's right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller Depositor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's, the Trust's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Seller Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the SellerDepositor's right, title and interest as set forth above. In addition to the foregoing, the Seller Depositor shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A6.01(a) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. C. § 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Yield Maintenance Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller in, but none of the obligations of the Seller with respect to, the Mortgage Loan Purchase Agreement, including but not limited to Seller's rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the its rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and CertificateholdersAgreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the Seller, (viii) its rights under the MLCC Limited Purpose Insurance Policy, and (viiiix) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's, the Trust's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Seller shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. In addition to the foregoing, the Seller shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. C. Section 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller in, but none of the obligations of the Seller with respect to, the Mortgage Loan Purchase Agreement, including but not limited to Seller's rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and Certificateholders, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, and (d) its rights as beneficiary under the Surety Bond in respect of any Additional Collateral Mortgage Loans, in each case, as previously conveyed to the Mortgage Loan Seller, and the Seller, and (viii) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's, the Trust's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Seller shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. In addition to the foregoing, the Seller shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller Depositor in, but none of the obligations of the Seller Depositor with respect to, the Mortgage Loan Purchase Agreement, including but not limited to SellerDepositor's rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the its rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and CertificateholdersAgreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the SellerDepositor, (viii) if any of the Mortgage Loans identified on the Mortgage Loan Schedule are MLCC Mortgage Loans, its related rights under the MLCC Limited Purpose Surety Bond and (viiiix) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the SellerDepositor's right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller Depositor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's, the Trust's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Seller Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the SellerDepositor's right, title and interest as set forth above. In addition to the foregoing, the Seller Depositor shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A6.01(a) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. C. Section 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on on, and Prepayment Penalty Amounts paid with respect to, a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee as may be held in the Distribution Account (but, in each case, excluding all investment earnings thereon), ) for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller Depositor in, but none of the obligations of the Seller Depositor with respect to, the Mortgage Loan Purchase Agreement, including but not limited to Seller's Depositor’s rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the its rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and CertificateholdersAgreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the SellerDepositor, (viii) the Final Maturity Reserve Account, the Yield Maintenance Account and the Auction Proceeds Account and (viiiix) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the Seller's Depositor’s right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller Depositor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's’s, the Trust's ’s and the Certificateholders' ’ sole remedy for any breach thereof. At the request of the Trustee, the Seller Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the Seller's Depositor’s right, title and interest as set forth above. In addition to the foregoing, the Seller Depositor shall deliver to the Trustee Securities Administrator on the Closing Date, for deposit into the Distribution Account, the sum of $100.00150.00, to be distributed in accordance with the last paragraph of Section 6.01(a)(i)(A6.01(a) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. C. § 2701A, et seq. (the "“Securitization Act"”), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller Depositor in, but none of the obligations of the Seller Depositor with respect to, the Mortgage Loan Purchase Agreement, including but not limited to SellerDepositor's rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the its rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and CertificateholdersAgreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the SellerDepositor, (viii) if any of the Mortgage Loans identified on the Mortgage Loan Schedule are MLCC Mortgage Loans, its related rights under the MLCC Limited Purpose Surety Bond and (viiiix) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the SellerDepositor's right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller Depositor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's, the Trust's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Seller Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the SellerDepositor's right, title and interest as set forth above. In addition to the foregoing, the Seller Depositor shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A6.01(a) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xxC. ss. 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that:

Conveyance of Mortgage Loans and Other Assets to the Trust. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date (and excluding any Retained Interest on a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Yield Maintenance Account (but, in each case, excluding all investment earnings thereon), for the benefit of the Trust, (iii) any REO Property, (iv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (v) the rights of the Seller in, but none of the obligations of the Seller with respect to, the Mortgage Loan Purchase Agreement, including but not limited to Seller's rights and obligations pursuant to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) the its rights with respect to each of the Servicing Agreements as assigned to the Master Servicer and the Trustee on behalf of the Trust and CertificateholdersAgreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Mortgage Loan Seller, and the Seller, (viii) its rights under the MLCC Limited Purpose Insurance Policy, and (viiiix) any proceeds of the foregoing. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Mortgage Loan Seller or the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Mortgage Loan Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's, the Trust's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Seller shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Mortgage Loan Seller hereby consents to such transfer of the Seller's right, title and interest as set forth above. In addition to the foregoing, the Seller shall deliver to the Trustee on the Closing Date, for deposit into the Distribution Account, the sum of $100.00, to be distributed in accordance with Section 6.01(a)(i)(A) hereof. For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. X.xx. C. § 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby agrees that: