Common use of Initial Mortgage Loans Clause in Contracts

Initial Mortgage Loans. As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Sections 2.02, 2.03, 3.03 and 3.04, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor's right, title and interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and any Escrow Account and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage Assets, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage Assets, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Securityholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Consolidated Agreement and delegates its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Initial Mortgage Loans, the Reserve Fund Mortgage Assets or any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement.

Initial Mortgage Loans. As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the IssuerTrustee, without recourse, subject to Sections 2.02, 2.032.04, 3.03 2.05 and 3.042.06, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans and the Reserve Fund Mortgage AssetsLoans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor's right, title and interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Note Certificate Account, and all amounts from time to time credited to and the proceeds of the Certificate Account, the Pre-Funding Account, and all amounts from time to time credited to the proceeds of the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and Accounts, any Escrow Account established pursuant to Section 9.06 and any Basis Risk Reserve Fund established pursuant to Section 5.06 and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage AssetsLoans, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage AssetsLoans, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust EstateFund, as Indenture Trusteetrustee, in trust, for the benefit and use of the Securityholders Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued caused to be executed, authenticated and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust EstateFund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer Trustee all of its rights and interest under the Mortgage Loan Sale AgreementAgreements, including all rights of the related Seller under the Consolidated each Servicing Agreement and delegates its obligations thereunderthe Transfer Agreements, but only to the extent assigned under the related Mortgage Loan Sale Agreement. The Issuer Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement Agreements as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, Sellers or any other Person in connection with the Initial Mortgage Loans, the Reserve Fund Mortgage Assets Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreementthereto.

Initial Mortgage Loans. As To provide for the distribution of the Closing Dateprincipal of and interest on the Certificates in accordance with their terms, in consideration the distribution of all other sums distributable hereunder with respect to the Certificates and the performance of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreementcovenants contained herein, the Depositor does hereby transfersells, assignconveys, set over, deposit with assigns and otherwise convey transfers to the IssuerTrustee, in trust, without recourse, subject to Sections 2.02, 2.03, 3.03 and 3.04Section 2.3, in trust, and for the exclusive benefit of the Certificateholders as their respective interests may appear, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor's ’s right, title and interest in and to the Collection Account any and all amounts from time benefits accruing to time credited the Depositor from: (A) (i) the Initial Mortgage Loans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, in respect of which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith the related Mortgage Files, and the proceeds of the Collection Account, the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and any Escrow Account and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage Assets, the Depositor's security ’s interest in any collateral pledged to secure a Mortgage Loan, and all Scheduled Payments due after the Initial Cut-off Date and all Principal Prepayments received with respect to the Mortgage Loans paid by the borrower after the Initial Cut-off Date and the Reserve Fund Mortgage Assets, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) each Insurance Policy; (iii) the Sale Agreement (and delegates its obligations thereunder) and (iv) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to have the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing); to holdpay the Certificates as specified herein (items (i) through (iv) above, in trust; collectively, the “Trust Fund”) and (B) the Swap Agreement and the Indenture Trustee declares that, subject right to the review provided for in Section 2.02, it has received receive cash and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use all other assets constituting property of the Securityholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust EstateSupplemental Interest Trust. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign Swap Agreement shall be delivered to the Issuer all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights Securities Administrator on behalf of the Seller under Trustee. In connection therewith, the Consolidated Depositor hereby directs the Trustee (solely in its capacity as such) to execute and deliver the Swap Agreement and delegates its obligations thereunder. The Issuer hereby accepts such assignmenton behalf of, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of of, the SecurityholdersCertificateholders. The Issuer hereby accepts such assignment and delegationSeller, and shall be entitled to exercise all rights of the Depositor under Master Servicer, the Mortgage Loan Sale Agreement as ifSecurities Administrator, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person Servicer and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Swap Agreement solely in connection with its capacity as Trustee of the Initial Mortgage Loans, the Reserve Trust Fund Mortgage Assets or any other agreement or instrument relating thereto except as specifically set forth hereinand not in its individual capacity. In addition, with respect to any Additional Collateral Mortgage Loan, It is agreed and understood by the Depositor does hereby transfer, assign, set-over and otherwise convey the Trustee (and the Seller has so represented and recognized in the Sale Agreement) that it is not intended that any Mortgage Loan to be included in the Issuer without recourse (except as provided herein) Trust Fund be (i) its rights a “High-Cost Home Loan” as assignee under any security agreementsdefined in the New Jersey Home Ownership Act effective November 27, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan2003, (ii) its security interest a “High-Cost Home Loan” as defined in and to any Additional Collateral and the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) its right to receive payments a “High-Risk Home Loan” as defined in respect of any Additional Collateral the Illinois High-Risk Home Loan Act effective January 1, 2004, (iv) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan pursuant to Practices Act effective November 7, 2004, or (v) a “High Cost Home Loan” as defined in the related Servicing AgreementIndiana Home Loan Practices Act effective January 1, 2005.

Initial Mortgage Loans. As of the Closing DateSeller, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreementhereof, the Depositor does hereby transfersells, assigntransfers, set overassigns, deposit with sets over and otherwise convey conveys to the IssuerDepositor, without recourse, subject to Sections 2.02, 2.03, 3.03 and 3.04, in trust, all the of Seller’s right, title and interest of the Depositor in and to (i) the Initial Mortgage Loans Loans, including the related Mortgage Documents and the Reserve Fund Mortgage Assets. Such conveyance includes, without limitation, the right to all payments of interest and principal and interest received or receivable by Seller on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and after the Cut-off Date (other than and all interest and principal payments on the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and interest due payable on the Initial Mortgage Loans on or before such date)the Cut-off Date, and all other proceeds received in respect of such payments due after such date but received prior Initial Mortgage Loans, (ii) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to such date and intended the Initial Mortgage Loans, as modified by the related Mortgagors Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be applied after such date together deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of the Depositor's ’s right, title and interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and any Escrow Account and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage Assets, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage Assets, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Securityholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Consolidated Agreement and delegates its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with (i) the Initial Mortgage Loans, including the Reserve Fund related Mortgage Assets Documents and all interest and principal received or any other agreement receivable by Depositor on or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral the Initial Mortgage Loan, Loans after the Depositor does hereby transfer, assign, setCut-over Off Date and otherwise convey all interest and principal payments on the Initial Mortgage Loans received prior to the Issuer without recourse Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (except ii) Depositor’s rights and obligations under this Agreement and the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as provided hereinmodified by the related Acknowledgements, (iii) (i) its rights as assignee under any security agreementsthe pledge, pledge control and guaranty agreements or guarantees and the Limited Purpose Surety Bonds relating to the Additional Collateral supporting any Additional Collateral Mortgage LoanLoans, (iiiv) its security interest the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to any Additional Collateral the Initial Mortgage Loans, and (iiivi) its right to receive payments in respect all proceeds of the conversion, voluntary or involuntary, of any Additional Collateral of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Depositor shall deliver, or cause to be delivered, to the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan pursuant in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by the Issuer of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution, the Class B-[__] and Class B-[__] Bonds and cash wired to the related Servicing Agreementorder of Depositor. The amount of the purchase price payable by the Issuer shall be set forth in writing in a separate letter.

Initial Mortgage Loans. As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the IssuerTrustee, without recourse, subject to Sections 2.02, 2.032.04, 3.03 2.05 and 3.042.06, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans and the Reserve Fund Mortgage AssetsLoans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor's ’s right, title and interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Note Account, Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, the Pre-Funding AccountAccounts and all amounts from time to time credited to and the proceeds of the Pre-Funding Accounts, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account Accounts and all amounts from time to time credited to and the proceeds of the Custodial Accounts, any Escrow Account established pursuant to Section 9.06 and any Basis Risk Reserve Fund established pursuant to Section 5.06 and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's ’s rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage AssetsLoans, the Depositor's ’s security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage AssetsLoans, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust EstateFund, as Indenture Trusteetrustee, in trust, for the benefit and use of the Securityholders Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued caused to be executed, authenticated and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust EstateFund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Consolidated each Servicing Agreement and delegates its obligations thereunderthe Transfer Agreements, but only to the extent assigned under the Mortgage Loan Sale Agreement. The Issuer Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created It is agreed and understood by the Indenture in favor of Depositor and the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment Trustee (and delegation, and shall be entitled to exercise all rights of the Depositor under has so represented and recognized in the Mortgage Loan Sale Agreement Agreement) that it is not intended that any Mortgage Loan to be included in the Trust Fund be either (i) a “High-Cost Home Loan” as ifdefined in the New Jersey Home Ownership Act effective November 27, for such purpose2003 or (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, it were the Depositor2004. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, Seller or any other Person in connection with the Initial Mortgage Loans. The Depositor hereby directs the Trustee, solely in its capacity as Trustee hereunder, to execute and deliver, concurrently with the execution and delivery of this Agreement, the Reserve Fund Mortgage Assets Cap Agreements. The Trustee shall have no duty or responsibility to enter into any other interest rate cap agreement upon the expiration or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect termination of any Additional Collateral Mortgage Loan pursuant to the related Servicing each Cap Agreement.

Initial Mortgage Loans. As of the Closing Date, in consideration of the Issuer's Trustee’s delivery of the Notes and the Residual Interest Certificate Certificates to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the IssuerTrustee, without recourse, subject to Sections 2.02, 2.03, 3.03 and 3.04Section 3.01, in trust, all the right, title and interest of the Depositor in and to all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities claims and rights to payment of any and every kind consisting of, arising from or relating to any of the Initial following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and the Reserve Fund Mortgage Assets. Such conveyance includes, without limitation, the right to all payments of principal due and interest received on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and payable after the Cut-off Date (other than payments of Date, but not including interest and principal due and interest due payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such dateMortgage Loans, (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), and (c) all such payments due after such date but received prior to such date and intended by Escrow Payments, (d) any Insurance Policies, (e) the related Mortgagors to be applied after such date together with all rights of the Depositor's rightDepositor under the Mortgage Loan Purchase Agreement, title and interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and any Escrow Account and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, (f) the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage Assets, the Depositor's ’s security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage AssetsLoans, including the Mortgaged Properties Properties, [(g) all Credit Line Advances created with respect to Revolving Credit Loans] and any Additional Collateral[(h)] all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and any all cash and non-cash proceeds of the foregoing, foregoing to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust EstateFund, as Indenture Trustee, in trust, for the benefit and use of the Securityholders Certificateholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer Trustee has issued and delivered the Securities Certificates and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Trust Estate. Concurrently with Mortgage Loans and the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights other property of the Seller under the Consolidated Agreement and delegates its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Initial Mortgage Loans, the Reserve Fund Mortgage Assets or any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing AgreementFund.

Initial Mortgage Loans. As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the IssuerTrustee, without recourse, subject to Sections 2.02, 2.032.04, 3.03 2.05 and 3.042.06, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans and the Reserve Fund Mortgage AssetsLoans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor's right, title and interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Note Securities Administration Account and all amounts from time to time credited to and the proceeds of the Securities Administration Account, the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, the Pre-Funding Account, and all amounts from time to time credited to the proceeds of the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and Accounts, any Escrow Account established pursuant to Section 9.06 and any Basis Risk Reserve Fund established pursuant to Section 5.06 and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage AssetsLoans, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage AssetsLoans, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust EstateFund, as Indenture Trusteetrustee, in trust, for the benefit and use of the Securityholders Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued caused to be executed, authenticated and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust EstateFund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer Trustee all of its rights and interest under the Mortgage Loan Sale AgreementAgreements, including all rights of the related Seller under the Consolidated each Servicing Agreement and delegates its obligations thereunderthe Transfer Agreements, but only to the extent assigned under the related Mortgage Loan Sale Agreement. The Issuer Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement Agreements as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, Sellers or any other Person in connection with the Initial Mortgage Loans, the Reserve Fund Mortgage Assets Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreementtherein.