Common use of Conveyance of Mortgage Pool Assets; Security Interest Clause in Contracts

Conveyance of Mortgage Pool Assets; Security Interest. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's right, title and interest in and to the Mortgage Pool Assets, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Assets, then

Conveyance of Mortgage Pool Assets; Security Interest. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's ’s right, title and interest in and to the Mortgage Pool Assets, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "“Conveyance," ” and the assets so transferred and assigned to be referred to herein as the "“Conveyed Assets"”). It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Assets, then

Conveyance of Mortgage Pool Assets; Security Interest. Concurrently with the execution and delivery hereof, the The Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's ’s right, title and interest in and to the Mortgage Pool Assets. The Trust, including but not limited as payment of the purchase price of the Mortgage Pool Assets, shall issue the REMIC I Regular Interests and the Class R-1 Residual Interest to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to on the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets")Closing Date. It is the express intent of the parties hereto that the Conveyance conveyance of the Conveyed Mortgage Pool Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Mortgage Pool Assets. It is, further, not the intention of the parties that such Conveyance conveyance be deemed the grant of a security interest in the Conveyed Mortgage Pool Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Mortgage Pool Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Mortgage Pool Assets, then

Conveyance of Mortgage Pool Assets; Security Interest. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's right, title and interest in and to the Mortgage Pool Assets, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date February 2002 and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (other than any portion of Principal Prepayments representing the scheduled payment of principal due on the Mortgage Loans in February 2002) (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Assets, then

Conveyance of Mortgage Pool Assets; Security Interest. Concurrently with the execution and delivery hereof, the The Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's ’s right, title and interest in and to the Mortgage Pool Assets. The Trust, including but not limited as payment of the purchase price of the Mortgage Pool Assets, shall issue the Certificates to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to or the Mortgage Loans at any time, and all Principal Prepayments received by Company’s designee on the Company after the Cut-Off Closing Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets")in Authorized Denominations. It is the express intent of the parties hereto that the Conveyance conveyance of the Conveyed Mortgage Pool Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Mortgage Pool Assets. It is, further, not the intention of the parties that such Conveyance conveyance be deemed the grant of a security interest in the Conveyed Mortgage Pool Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Mortgage Pool Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Mortgage Pool Assets, then

Conveyance of Mortgage Pool Assets; Security Interest. Concurrently with the execution and delivery hereof, the The Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's right, title and interest in and to the Mortgage Pool Assets. The Trust, including but not limited as payment of the purchase price of the Mortgage Pool Assets, shall issue the Certificates to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to or the Mortgage Loans at any time, and all Principal Prepayments received by Company's designee on the Company after the Cut-Off Closing Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets")in Authorized Denominations. It is the express intent of the parties hereto that the Conveyance conveyance of the Conveyed Mortgage Pool Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Mortgage Pool Assets. It is, further, not the intention of the parties that such Conveyance conveyance be deemed the grant of a security interest in the Conveyed Mortgage Pool Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Mortgage Pool Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Mortgage Pool Assets, then