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

Conveyance of Mortgage Pool Assets; Security Interest. 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, as payment of the purchase price of the Mortgage Pool Assets and in consideration of the Company making the Initial Group 1 Servicing Fee Shortfall Deposit, the Initial Group 1 Interest Shortfall Deposit, the Initial Group 2 Interest Shortfall Deposit and the Initial Group 2 August Loan Deposit pursuant to Section 2.01, shall, on the Closing Date, issue the REMIC I Regular Interests and the Class R-1 Residual Interest to the Company. The REMIC I Regular Interests and the Class R-1 Residual Interest shall together be a separate series of beneficial interests in the assets of the Trust consisting of the Mortgage Pool Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.