Common use of CONVEYANCE OF MORTGAGE LOANS; SPECIAL DEPOSIT; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS Clause in Contracts

CONVEYANCE OF MORTGAGE LOANS; SPECIAL DEPOSIT; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Company does hereby sell, transfer, assign, set over and convey to the Trustee without recourse but subject to the provisions in this Section 2.01 and the other terms and provisions of this Agreement, all of the right, title and interest of the Company in and to the Mortgage Loans (other than interest due thereon before the Cut-off Date), and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section ____ of the Purchase Agreement, the Company does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights under the Purchase Agreement including, without limitation, its right to exercise the remedies created by Sections ____ and ____ of the Purchase Agreement for breaches of representations and warranties, agreements and covenants of the Seller contained in Sections ____ and ____ of the Purchase Agreement. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to be reimbursed for Insured Payments together with interest thereon at the rate specified herein or in the Insurance Agreement. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (c) It is intended that the conveyance of the Mortgage Loans by the Company to the Trustee as provided in this Section be, and be construed as, a sale of the Mortgage Loans by the Company to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that the Mortgage Loans are held to be property of the Company, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be (1) a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Collection Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any and all of the Seller's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C) granted by the Seller to the Company pursuant to the Purchase Agreement; (c) the possession by the Trustee or its agent of 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" or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations 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 Trustee for the purpose of perfecting such security interest under applicable law. The Company and, at the Company's direction, the Seller and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this

CONVEYANCE OF MORTGAGE LOANS; SPECIAL DEPOSIT; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Company Depositor does hereby sell, transfer, assign, set over and convey to the Trustee Issuer without recourse but subject to the provisions in of this Section 2.01 and the other terms and provisions of this Agreement, all of the right, title and interest of the Company Depositor in and to the Mortgage Loans (other than interest and principal due thereon on or before the Cut-off Date), and all other assets included or to be included in the Trust Fund Estate for the benefit of the Certificateholders Securityholders [and the Certificate Note Insurer]. In connection with such transfer and assignment, and pursuant to Section ____ of the Purchase Agreement, the Company Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee Issuer all of its rights (but not its obligations) under the Mortgage Loan Purchase Agreement. The Issuer hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement includingas if, without limitationfor such purpose, its right to exercise it were the remedies created by Sections ____ and ____ of the Purchase Agreement for breaches of representations and warranties, agreements and covenants of the Seller contained in Sections ____ and ____ of the Purchase AgreementDepositor. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to be reimbursed for Insured Payments together with interest thereon at the rate specified herein or in the Insurance Agreement. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (c) It is intended that the conveyance of the Mortgage Loans and the other assets to be included in the Trust Estate by the Company Depositor to the Trustee Issuer as provided in this Section be, and be construed as, a sale of the Mortgage Loans and the other assets to be included in the Trust Estate by the Company Depositor to the Trustee Issuer for the benefit of the CertificateholdersSecurityholders [and the Note Insurer]. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans and such other assets by the Company Depositor to the Trustee Issuer to secure a debt or other obligation of the CompanyDepositor. However, in the event that the Mortgage Loans and the other assets to be included in the Trust Estate are held to be property of the CompanyDepositor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage LoansLoans and such other assets, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code UCC and the Uniform Commercial Code UCC of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be (1) a grant by the Company Depositor to the Trustee Issuer of a security interest in all of the CompanyDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof thereof, [(C) the Note Insurance Policy], and (CD) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds, all Released Mortgaged Property Proceeds, all amounts from time to time held or invested in the Certificate Account or Distribution Account, the Note Distribution Account, the Collection Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company Depositor to the Trustee Issuer of any security interest in any and all of the Seller's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C) granted by the Seller to the Company Depositor pursuant to the Mortgage Loan Purchase Agreement; (c) the possession by the Trustee Issuer or its agent of 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" or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code UCC and the Uniform Commercial Code UCC of any other applicable jurisdiction (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations 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 Trustee Issuer for the purpose of perfecting such security interest under applicable law. The Company Depositor and, at the CompanyDepositor's direction, the Seller and the Trustee Issuer shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if thisthis Agreement were deemed to create a security interest in the Mortgage Loans and other property of the Trust Estate, 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 the Agreement.

CONVEYANCE OF MORTGAGE LOANS; SPECIAL DEPOSIT; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Company does hereby sell, transfer, assign, set over and convey to the Trustee without recourse but subject to the provisions in this Section 2.01 and the other terms and provisions of this Agreement, all of the right, title and interest of the Company in and to the Mortgage Loans (other than payment of interest and principal due thereon on or before the Cut-off Date), and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section ____ 2.06 of the Purchase Agreement, the Company does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights under the Purchase Agreement including, without limitation, its right to exercise the remedies created by Sections ____ 2.05 and ____ 3.04 of the Purchase Agreement for breaches of representations and warranties, agreements and covenants of the Seller contained in Sections ____ 3.01 and ____ 3.02 of the Purchase Agreement. In addition, the Company shall make a special deposit (the "Special Deposit") on the Closing Date of $154.30 into the Group I Certificate Account. The Special Deposit shall be made without regard to recoverability, and shall not be reimbursable. In no event shall the Trustee or Master Servicer be liable for the payment of the Special Deposit. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, Certificates are subject and subordinate to the preferential rights of the Class A Certificateholders to receive payments in respect of the Class A Certificates and to the Certificate Insurer's rights to be reimbursed for Group I, Group II and Group III Insured Payments together with interest thereon at the rate specified herein or in the Insurance Agreement. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Group I, Group II and Group III Certificate Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (c) It is intended that the conveyance of the Mortgage Loans by the Company to the Trustee as provided in this Section be, and be construed as, a sale of the Mortgage Loans by the Company to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that the Mortgage Loans are held to be property of the Company, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be (1) a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Collection Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any and all of the Seller's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C) granted by the Seller to the Company pursuant to the Purchase Agreement; (c) the possession by the Trustee or its agent of 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" or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations 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 Trustee for the purpose of perfecting such security interest under applicable law. The Company and, at the Company's direction, the Seller and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if thisright

CONVEYANCE OF MORTGAGE LOANS; SPECIAL DEPOSIT; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Company Depositor does hereby sell, transfer, assign, set over and convey to the Trustee without recourse but subject to the provisions in of this Section 2.01 and the other terms and provisions of this Agreement, all of the right, title and interest of the Company Depositor in and to the Mortgage Loans (other than interest and principal due thereon on or before the Cut-off Date), and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders [and the Certificate Insurer]. In connection with such transfer and assignment, and pursuant to Section ____ of the Purchase Agreement, the Company Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights under the Purchase Agreement includingAgreement, without limitationother than [Section 17] thereof. The Trustee hereby accepts such assignment, its right and shall be entitled to exercise all rights of the remedies created by Sections ____ and ____ of Depositor under the Purchase Agreement as if, for breaches of representations and warrantiessuch purpose, agreements and covenants of it were the Seller contained in Sections ____ and ____ of the Purchase AgreementDepositor. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates, Certificates are subject and subordinate to the preferential rights of the Class A Regular Certificateholders to receive payments in respect of the Class A Regular Certificates [and to the Certificate Insurer's rights to be reimbursed for Insured Payments together with interest thereon at the rate specified herein or in the Insurance Agreement]. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Certificate Account and the Basis Risk Reserve Fund from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. (c) It is intended that the conveyance of the Mortgage Loans and the other assets to be included in the Trust Fund by the Company Depositor to the Trustee as provided in this Section be, and be construed as, a sale of the Mortgage Loans and the other assets to be included in the Trust Fund by the Company Depositor to the Trustee for the benefit of the CertificateholdersCertificateholders [and the Certificate Insurer]. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans and such other assets by the Company Depositor to the Trustee to secure a debt or other obligation of the CompanyDepositor. However, in the event that the Mortgage Loans and the other assets to be included in the Trust Fund are held to be property of the CompanyDepositor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage LoansLoans and such other assets, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code UCC and the Uniform Commercial Code UCC of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be (1) a grant by the Company Depositor to the Trustee of a security interest in all of the CompanyDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof [the Certificate Insurance Policy] and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds, all REO Proceeds, all Released Mortgaged Property Proceeds, all amounts from time to time held or invested in the Certificate Account, the Collection Account or the Collection AccountBasis Risk Reserve Fund, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company Depositor to the Trustee of any security interest in any and all of the Seller's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through and (CB) granted by the Seller to the Company Depositor pursuant to the Purchase Agreement; (c) the possession by the Trustee or its agent of 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" or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code UCC and the Uniform Commercial Code UCC of any other applicable jurisdiction (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations 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 Trustee for the purpose of perfecting such security interest under applicable law. The Company Depositor and, at the CompanyDepositor's direction, the Seller and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if thisthis Agreement were deemed to create a security interest in the Mortgage Loans and other property of the Trust Fund, 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 the Agreement.