Common use of Intention of Parties Clause in Contracts

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or the Depositor, as applicable, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments (i) of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Supplemental Transfer Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by the Sellers Seller to the Depositor or (ii) by the Depositor, as applicableDepositor to the Trustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and York, (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the each conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicableapplicable , for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired, (iii) the possession by the Trustee or the Custodian of the Mortgage Notes and such other items of property as may be perfected by possession pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code for purposes of effecting the security interest pursuant to such section of the applicable Uniform Commercial Code and other applicable law. The Any assignment of the Seller and the Depositor shall also be deemed to be an assignment of any security interest created hereby. Each of the Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the (i) Mortgage Loans by the Sellers to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers any Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by each Seller to the Depositor or (b) by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Each Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will shall be maintained as such throughout the term of the Agreement.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the each Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or the Depositor, as applicable, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the NIM Insurer and the Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto Seller (as provided in the Sale Agreement) and the Depositor that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and Trust Estate by the Depositor to the Trustee Issuer be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableIssuer. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the TrusteeIssuer. However, in the event that, notwithstanding the intent of the such parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableIssuer, for the benefit of the Certificateholders Noteholders, of a security interest in all of the assets that constitute the Trust FundEstate, whether now owned or hereafter acquired. The Depositor Depositor, for the benefit of the Certificateholders Noteholders, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundEstate, 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Indenture Trustee for the benefit of the Noteholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the (i) Mortgage Loans by the Sellers to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers any Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by each Seller to the Depositor or (b) by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Each Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the (i) Mortgage Loans by the Sellers to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers each Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by each Seller to the Depositor or (b) by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Each Seller and the Depositor for the benefit of the Certificateholders and the Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the each Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Master Servicer, the Special Servicer, the Servicers, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Seller's and Depositor's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers DLJMC or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Seller's and the Trust FundDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected "possession by the secured party," or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. "

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee Trustee, be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and York, (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the each conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired, and (iii) the possession by the Trustee or the Custodian of the Mortgage Notes and such other items of property as may be perfected by possession pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code shall be deemed to be "possession by the secured party" for purposes of effecting the security interest pursuant to such section of the applicable Uniform Commercial Code and other applicable law. The Any assignment of the Seller and the Depositor shall also be deemed to be an assignment of any security interest created hereby. Each of the Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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 this Agreement.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Master Servicer, the Special Servicer, the Modification Oversight Agent, the Servicers, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Seller's and Depositor's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers DLJMC or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Seller's and the Trust FundDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected "possession by the secured party," or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. "

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the NIM Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Master Servicer, the Special Servicer, the Servicers, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Seller’s and Depositor’s right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers DLJMC or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shallCertificateholders, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.secure

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating (i) Conveyed Assets by the Seller to the Mortgage Loans by the Sellers to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by the Sellers Seller to the Depositor or (b) by the Depositor, as applicableDepositor to the Trustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Seller shall arrange for filing any Uniform Commercial Code financing or continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Mortgage Loan Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Mortgage Loan Sellers or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will shall be maintained as such throughout the term of the Agreement.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the NIM Insurer and the Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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 168 of the Agreement. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the NIM Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Sponsor to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller each Sponsor to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Sponsor or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Sponsor to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Sponsor or the Depositor, as applicable, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Certificate Insurer, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the Certificate Insurer and the NIM Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, the Certificate Insurer and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the Certificate Insurer, the NIM Insurer and the Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent (a) The execution and delivery of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans this Agreement shall constitute an acknowledgment by the Sellers to the Depositor, the Seller and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention on behalf of the parties Certificateholders, that such conveyance be deemed it is intended that each of the assignments and transfers herein contemplated constitute a pledge thereof by sale and assignment outright, and not for security, of the Receivables and the other Trust Property, conveying good title thereto free and clear of any liens, from the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and that the Receivables and the other Trust Property shall not be deemed to be an assignment and a grant by part of the Sellers estate of either the Seller or the Depositor, as the case may be, in the event of the insolvency, receivership, conservatorship or the occurrence of another similar event, of, or with respect to, the Seller or the Depositor, as applicable. In the event that the conveyance from the Seller to the Depositor is determined to be made as security for a loan made by the Depositor to the Seller, for the benefit of parties intend that the Certificateholders of Seller shall have granted to the Depositor a security interest in all of the assets that constitute Seller's right, title and interest in and to the Trust Fund, whether now owned Property and in the event that the conveyance from the Depositor to the Trustee is determined to be made as security for a loan made by the Trustee or hereafter acquired. The Depositor for the benefit of the Certificateholders shallCertificateholders, to the extent consistent with this AgreementDepositor, take such actions as may be necessary the parties intend that the Depositor shall have granted to ensure that, if this Agreement were deemed to create the Trustee a security interest in the assets all of the Depositor's right, title and interest in and to the Trust FundProperty conveyed to the Trustee pursuant to Section 2.1 in order to secure the obligations under the Certificates, such and that this Agreement shall constitute a security interest would be deemed to be a perfected security interest of first priority agreement under applicable law and will be maintained as such throughout the term of the Agreementlaw.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders and the Certificate Insurer, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the Certificate Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Mortgage Loan Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Mortgage Loan Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Mortgage Loan Sellers or the Depositor, as applicable, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments (i) of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Supplemental Transfer Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by the Sellers Seller to the Depositor or (b) by the Depositor, as applicableDepositor to the Trustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders and the Certificate Insurers, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the Certificate Insurers shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will shall be maintained as such throughout the term of the Agreement.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by and all other assets of the Sellers to the Depositor, and Trust Fund by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders of Certificateholders, of, and the Depositor hereby grants to the Trustee, a security interest in (A) all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired, (B) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (C) all proceeds of the foregoing. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by Five Oaks as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers Five Oaks to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 5 are held to be the property of the Sellers or the Depositor, as applicableFive Oaks, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 5 shall be deemed to be an assignment and a grant by Five Oaks to the Sellers or Depositor of, and Five Oaks hereby grants to the Depositor, as applicableto secure all of Five Oaks’s obligations hereunder, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust FundFive Oaks’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans (excluding the servicing rights with respect to the Mortgage Loans), including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of Five Oaks’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) all of Five Oaks’s right, title and interest, if any, in REO Property and the proceeds thereof, (iv) all of Five Oaks’s rights under any Insurance Policies related to the Mortgage Loans, (v) Five Oaks’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and (vi) all proceeds of the Certificateholders 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. Five Oaks and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. Five Oaks shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the (i) Mortgage Loans by the Sellers to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers any Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Supplemental Transfer Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement or any Supplemental Transfer Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by each Seller to the Depositor or (b) by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and each Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Each Seller and the Depositor for the benefit of the Certificateholders and each Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and each Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the [Originator Name] Agreement or the Flow Mortgage Loan Servicing Agreement, dated [date], between RRAC and [Servicer Name], as amended on [date] and as further amended by the Assignment, Assumption and Recognition Agreement, dated [ ], by and among RRAC, Sequoia, the Trustee and [Servicer Name] (the “[Servicer Name] Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the [Originator Name] Agreement or the [Servicer] Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the Guarantor and the NIM Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated March 21, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the (i) Mortgage Loans by the Sellers to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers any Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Supplemental Transfer Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement or any Supplemental Transfer Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by each Seller to the Depositor or (b) by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Each Seller and the Depositor for the benefit of the Certificateholders and the Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and York, (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the each conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired, (iii) the possession by the Trustee of the Mortgage Notes and such other items of property as may be perfected by possession pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code for purposes of effecting the security interest pursuant to such section of the applicable Uniform Commercial Code and other applicable law. The Any assignment of the Seller and the Depositor shall also be deemed to be an assignment of any security interest created hereby. Each of the Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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 this Agreement.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Sponsor to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller Sponsor to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Sponsor or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Sponsor to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Sponsor or the Depositor, as applicable, for the benefit of the Certificateholders and the Insurer, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will shall be maintained as such throughout the term of the Agreement.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated October 30, 2012, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto Seller (as provided in the Sale Agreement) and the Depositor that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and Trust Fund by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the such parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the NIMS Insurer, if any, of a security interest in all of the assets that constitute the Trust FundFund and the Supplemental Interest Trust, whether now owned or hereafter acquiredacquired (such security interest being, to the extent of the assets that constitute the Supplemental Interest Trust, pari passu with the security interest as provided in clause (iii) below); and (iii) the Swap Counterparty shall be deemed, during the term of such agreement and while such agreement is the property of the Trustee, to have a security interest in all of the assets that constitute the Supplemental Interest Trust, but only to the extent of such Swap Counterparty’s right to payment under the Swap Agreement (such security interest being pari passu with the security interest as provided in clause (ii) above). The Depositor Depositor, for the benefit of the Certificateholders Certificateholders, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the NIMS Insurer, if any.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the (i) Mortgage Loans by the Sellers to the Depositor, Depositor and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers each Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by each Seller to the Depositor or (b) by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Each Seller and the Depositor for the benefit of the Certificateholders and each Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held 113 or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and York, (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the each conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicableapplicable , for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired, (iii) the possession by the Trustee or the Custodian of the Mortgage Notes and such other items of property as may be perfected by possession pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code for purposes of effecting the security interest pursuant to such section of the applicable Uniform Commercial Code and other applicable law. The Any assignment of the Seller and the Depositor shall also be deemed to be an assignment of any security interest created hereby. Each of the Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. (a) It is the express intent of the parties hereto Seller, the Master Servicer and the Trustee that the conveyance by the Seller to the Trustee as provided for in Section 2.01 of the Mortgage Notes, Mortgages, assignments of MortgagesSeller's right, title insurance policies and any modifications, extensions and/or assumption agreements interest in and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof and assignment by the Seller to the DepositorTrustee of the Mortgage Loans for the benefit of the Certificateholders. Further, or it is not intended that either conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor Seller to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers or the Depositor, as applicableSeller, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller to the Depositor, as applicable, for the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Seller's right (including the Trust Fundpower to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, in and to the extent consistent with this AgreementMortgage Loans, take such actions as may be necessary to ensure thatincluding the Mortgage Notes, if this Agreement were deemed to create a security interest the Mortgages, any related insurance policies and all other documents in the assets related Trustee Mortgage Files, and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of the Trust Fund, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Replacement Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Custodial Account; (E) all amounts payable on or after the Cut-off Date to the holders of the Mortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products 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, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the foregoing; (iii) the possession or control by the Trustee or any other agent of the Trustee of Mortgage Notes or such security interest would other items of property as constitute instruments, money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be possession or control by the secured party, or possession or control by a perfected purchaser, for purposes of perfecting the security interest of first priority under applicable law pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 or 9-115 thereof); and will (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be maintained deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as such throughout applicable, for the term of the Agreement.purpose

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholder.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated September 21, 2012, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for -117- the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. 179 The Depositor for the benefit of the Certificateholders and the NIM Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the each Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or the Depositor, as applicable, for the benefit of the Certificateholders and the Certificate Insurer of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the Certificate Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 3(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 3(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the Xxxx Xxxxxx Agreement, the FRB Agreement, the Flagstar Agreement, the GuardHill Agreement, the PHH Agreement, the PrimeLending Agreement, the Sterling Agreement, the Wintrust Agreement, the Assignment, Assumption and Recognition Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee, Select Portfolio Servicing, Inc. and DLJ Mortgage Capital, Inc. or the Assignment, Assumption and Recognition Agreement, dated January 27, 2012, by and among RRAC, Sequoia, the Trustee and Cenlar FSB, RRAC’s rights and obligations under the applicable Servicing Agreement and all of RRAC’s rights under the Mortgage Loan Purchase and Sale Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Sellers, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator and the Trustee that (i) the conveyance by GreenPoint of the GreenPoint Mortgage Loans to DLJMC and (ii) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (ii) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Seller' and Depositor's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by GreenPoint to DLJMC of the GreenPoint Mortgage Loans and by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller GreenPoint to DLJMC, or by DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers GreenPoint, DLJMC or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Sellers' and the Trust FundDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected "possession by the secured party", or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest of first priority under applicable law pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and will (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be maintained deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, securities intermediaries, bailees or agents (as such throughout the term of the Agreement.135

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement, the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated January 30, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”) or the Flow Mortgage Loan Sale and Servicing Agreement, dated September 7, 2012, between RBS Financial Products Inc. and FRB, as amended by the Assignment, Assumption and Recognition Agreement, dated as of January 30, 2013, by and among RBS Financial Products Inc., RRAC and FRB and as further amended by the Assignment, Assumption and Recognition Agreement, dated January 30, 2013, by and among RRAC, Sequoia, the Trustee and FRB (the “RBS FRB Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement, the Cenlar Agreement or the RBS FRB Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Sponsor to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller Sponsor to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Sponsor or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Sponsor to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Sponsor or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RWT as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RWT to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 3(a) are held to be the property of the Sellers or the Depositor, as applicableRWT, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 3(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRWT to Sequoia of, as applicableand RWT hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RWT’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRWT’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the 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 payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgement, RWT’s rights and obligations under the Servicing Agreement and all of RWT’s rights under the Mortgage Loan Purchase and Sale Agreement, (iii) all of RWT’s rights under any Insurance Policies related to the Mortgage Loans, (iv) RWT’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (v) all proceeds of the Certificateholders 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. RWT and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RWT shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated April 30, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated June 27, 2012, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 3(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 3(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the FRB AAR and the PHH AAR, RRAC’s rights and obligations under the applicable Servicing Agreement and all of RRAC’s rights under the Mortgage Loan Purchase and Sale Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated March 1, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto Seller and the Depositor that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and Trust Fund by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the such parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and York; (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the NIMS Insurer, if any, of a security interest in all of the assets that constitute the Trust FundFund and the Supplemental Interest Trust, whether now owned or hereafter acquiredacquired (such security interest being, to the extent of the assets that constitute the Supplemental Interest Trust, pari passu with the security interest as provided in clause (iii) below); and (iii) the Swap Counterparty shall be deemed, during the term of such agreement and while such agreement is the property of the Trustee, to have a security interest in all of the assets that constitute the Supplemental Interest Trust, but only to the extent of such Swap Counterparty’s right to payment under the Swap Agreement (such security interest being pari passu with the security interest as provided in clause (ii) above). The Depositor Depositor, for the benefit of the Certificateholders Certificateholders, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the NIMS Insurer, if any.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Sponsor to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller Sponsor to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Sponsor or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Sponsor to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Sponsor or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will shall be maintained as such throughout the term of the Agreement.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated November 30, 2012, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the each conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicableapplicable , for the benefit of the Certificateholders and the Certificate Insurer, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the Certificate Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated June 13, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement or the Assignment, Assumption and Recognition Agreement, dated March 29, 2012, by and among RRAC, Sequoia, the Trustee and Cenlar FSB, RRAC’s rights and obligations under the applicable Servicing Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto Seller (as provided in the Sale Agreement) and the Depositor that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and Trust Fund by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the such parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the NIMS Insurer, if any, of a security interest in all of the assets that constitute the Trust FundFund and [the Supplemental Interest Trust, whether now owned or hereafter acquiredacquired (such security interest being, to the extent of the assets that constitute the Supplemental Interest Trust, pari passu with the security interest as provided in clause (iii) below); and (iii) the Swap Counterparty shall be deemed, during the term of such agreement and while such agreement is the property of the Trustee, to have a security interest in all of the assets that constitute the Supplemental Interest Trust, but only to the extent of such Swap Counterparty’s right to payment under the Swap Agreement (such security interest being pari passu with the security interest as provided in clause (ii) above)]. The Depositor Depositor, for the benefit of the Certificateholders Certificateholders, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the NIMS Insurer, if any.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Master Servicer, the Special Servicer, the Servicers, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Seller's and Depositor's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers GreenPoint, U.S. Bank, DLJMC or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Seller's and the Trust FundDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected "possession by the secured party," or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. "

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the Guarantor and the NIM Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders. 168

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Master Servicer, the Servicer, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Seller’s and Depositor’s right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers DLJMC or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or the Depositor, as applicable, for the benefit each of the Certificateholders Seller and the Depositor to the Trustee on behalf of the Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of each Seller’s and the assets that constitute Depositor’s right (including the Trust Fundpower to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Custodial Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected “possession by the secured party”, or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. “

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Sellers, the Master Servicer, the Special Servicer, the Servicers, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Sellers' and Depositor's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers DLJMC, WMB or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Sellers' and the Trust FundDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected "possession by the secured party," or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. "

Intention of Parties. It is the express intent of the parties hereto that the conveyance (i) of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, Depositor and (ii) of the Mortgage Loans and the other property constituting the Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trusteethereof, as applicableincluding for accounting purposes. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteethereof. However, in the event thatif, notwithstanding the intent of the parties, such the assets are held to be the property of the Sellers Seller or the Depositor, as applicablethe case may be, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and UCC, (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01(a) shall be deemed to be an assignment and a grant by the Sellers or Seller to the Depositor of, and the Seller hereby grants to the Depositor, as applicable, for the benefit to secure all of the Certificateholders of Seller's obligations hereunder, a security interest in all of the assets that constitute the Trust FundSeller's right, title, and interest, whether now owned or hereafter acquired, in and to the Mortgage Loans, the other property described in Section 2.01(a), and the proceeds thereof, and (iii) the conveyance provided for in Section 2.01(b) shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all of the Depositor's obligations hereunder, a security interest in all of the Depositor's right, title, and interest, whether now owned or hereafter acquired, in and to the Mortgage Loans, the other property constituting the Trust Fund, and the proceeds thereof. The Each of the Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement the conveyance made by it were deemed to create constitute the grant of a security interest in the assets of Mortgage Loans and the Trust Fundother related property, 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. The Seller or the Depositor, as applicable, shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders. 146

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, DLJMC, GreenPoint, the Servicers, the Trust Administrator and the Trustee that the conveyance by GreenPoint of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies GreenPoint Loans and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating the conveyance by DLJMC to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of such Sellers' and Depositor's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by such Sellers to the Depositor and by the Depositor to the Trustee of the Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the Mortgage Loans by GreenPoint or the TrusteeDLJMC, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers GreenPoint or the DepositorDLJMC, as applicable, or the Depositor, or if for any other reason the Mortgage Loan Purchase Agreement, the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by such Sellers and the Sellers or Depositor to the Depositor, as applicable, for the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of such Sellers' and the assets that constitute Depositor's right (including the Trust Fundpower to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected "possession by the secured party", or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. "

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RXXX as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 3(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 3(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the FRB AAR, the PHH AAR, the PrimeLending Agreement, the Sterling Agreement, the STM AAR, the WF AAR or the Assignment, Assumption and Recognition Agreement, dated September 27, 2011, by and among RRAC, Sequoia, the Trustee, Select Portfolio Servicing, Inc. and DLJ Mortgage Capital, Inc., RRAC’s rights and obligations under the applicable Servicing Agreement and all of RRAC’s rights under the Mortgage Loan Purchase and Sale Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. 179 The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller and the Trustee that the conveyance of by the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Seller to the Depositor pursuant to the Mortgage Loans by Loan Purchase Agreement and the Sellers to the Depositor, and conveyance by the Depositor to the Trustee and by the Seller to the Trustee as provided for in Section 2.01 of each of the Seller's and Depositor's right, title and interest in and to the Mortgage Loans and CD Collateral be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof and assignment by the Seller to the DepositorDepositor and by the Depositor to the Trustee of the Mortgage Loans and CD Collateral for the benefit of the Certificateholders and the Insurer. Further, it is not intended that either conveyance be deemed to be a pledge of the Mortgage Loans and CD Collateral by the Seller to the Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans or CD Collateral are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans or CD Collateral, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders and the Insurer (and the Insurer directly), to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Seller's and the Trust FundDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, in and to the extent consistent Mortgage Loans and CD Collateral, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with this Agreementrespect to each Mortgage Loan, take such actions as may be necessary the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Replacement Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to ensure thatthe foregoing, if this Agreement were deemed to create a security interest in applicable; (C) the assets of Certificate Account; (D) the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law Custodial Account; (E) the Reserve Account and will be maintained as such throughout the term of the Agreement.all amounts

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor Depositor, for the benefit of the Certificateholders Certificateholders, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, Purchaser and by the Depositor Purchaser to the Trustee Depositor be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicablesales thereof. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, Purchaser or by the Depositor Purchaser to the TrusteeDepositor. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans are held to be the property of the Sellers Seller or the DepositorPurchaser, as applicablerespectively, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in of the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance Loans provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Seller to the Purchaser, and by the Purchaser to the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust FundMortgage Loans, whether now owned or hereafter acquired. The Depositor Seller and the Purchaser, for the benefit of the Certificateholders Certificateholders, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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. The Seller and the Purchaser shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Depositor for the benefit of the Certificateholders.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Servicer and the Trustee that the conveyance of by the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Seller to the Depositor pursuant to the Mortgage Loans by Loan Purchase Agreement and the Sellers to the Depositor, and conveyance by the Depositor to the Trustee and by the Seller to the Trustee as provided for in Section 2.01 of each of the Seller's and Xxxxxxxxx's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof and assignment by the Seller to the DepositorDepositor and by the Depositor to the Trustee of the Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that either conveyance be deemed to be a pledge of the Mortgage Loans by the Seller to the Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Seller's and the Trust FundDepositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, in and to the extent consistent with this AgreementMortgage Loans, take such actions as may be necessary to ensure thatincluding the Mortgage Notes, if this Agreement were deemed to create a security interest the Mortgages, any related insurance policies and all other documents in the assets related Trustee Mortgage Files, and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of the Trust Fund, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Replacement Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Custodial Account; (E) the Basis Risk Reserve Fund; (F) all amounts payable on or after the Cut-off Date to the holders of the Mortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products 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, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the foregoing; (iii) the possession or control by the Trustee or any other agent of the Trustee of Mortgage Notes or such security interest would other items of property as constitute instruments, money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be possession or control by the secured party, or possession or control by a perfected purchaser, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 or 9-115 thereof); and (iv) 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, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable, for the purpose of first priority perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. "

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and (i) Conveyed Assets by the Depositor to the Trustee and (ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance conveyances be deemed to be the grant of a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trusteesecurity interest in such property. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Supplemental Transfer Agreement is held or deemed to create a security interest in either such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement or any Supplemental Transfer Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance conveyances provided for in this Agreement from the Depositor to the Trustee, or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Trustee of, and the Depositor hereby grants to the Trustee to secure all of Depositor’s obligations hereunder, as applicable, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust FundDepositor’s right, title and interest, whether now owned or hereafter acquired, in and to the Trust Fund and the Conveyed Assets. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of Conveyed Assets and 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase this 157 Agreement from the Sellers to the Depositor, and the conveyance provided for in this any Subsequent Transfer Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the NIM Insurer and the Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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 this Agreement. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the AgreementTrustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of (i) the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans Conveyed Assets by the Sellers to the Depositor, Depositor and (ii) the Trust Fund by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller Sellers to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the reason, either Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the each Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and York, (ii) the conveyance of the Conveyed Assets provided for in the Mortgage Loan Purchase Agreements or any Subsequent Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers to the Depositor of a security interest in the Conveyed Assets, whether now owned or hereafter acquired, and (iii) the Depositor, as applicable, conveyance of the Trust Fund provided for in this Agreement from the Depositor to the Trustee shall be deemed to be an assignment and a grant by the Depositor to the Trustee for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust FundFund (including the Depositor’s interest in the Conveyed Assets), whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers Seller or the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. 148 The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.

Intention of Parties. It is the express intent Notwithstanding any contrary provisions of the parties hereto this Agreement, Lender expressly acknowledges that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) except for Prudential's obligation under this Agreement to make payment to Lender of the Loan Pay-off Capital Contribution pursuant to Section 2(a) above, Prudential does not have any personal liability under the Note. It is further understood that, so long Prudential makes payment to Lender of the Loan Pay-off Capital Contribution, Lender, shall, concurrently with such payment, at the written direction of Prudential, either: (i) cause the liens and security interests created by the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within discharged of record as to the meaning Premises and shall cause Borrower (but not any guarantor under any guaranty of the Uniform Commercial Code of Note, if any, including, without limitation, X'Xxxxx) to be released from any surviving obligations to Lender under the State of New York Note and the Mortgage or (ii) sell and assign to Prudential (or its designee), without representation, warranty or recourse (other than a representation by Lender that the conveyance provided for in Note and the Mortgage Loan Purchase Agreement from the Sellers have not been assigned, transferred or encumbered), all of Lender's right, title and interest in and to the DepositorNote, the Mortgage and the conveyance provided for in this Agreement from Premises, if any; provided, however, that the Depositor rights of the Lender under and pursuant to the TrusteeNote and Mortgage as to indemnification, defense and hold harmless to which Lender is entitled and the rights of the Lender under any and all guarantees, including a guaranty of X'Xxxxx, if any, shall be deemed reserved by Lender and the liability of any guarantor, if any, shall be retained by Lender and nothing herein contained shall obligate Lender to release any guarantor who may be an assignment liable obligations that expressly survive the payment in full of all sums due under the Note and/or the discharge of record of the liens and a grant by security interests affecting the Sellers Premises under the Mortgage or release any guarantor, from liability for payment of any sums due and payable under the Note or the DepositorMortgage, as applicablewhich remain outstanding. In connection with any sale or assignment to Prudential of any interest of Lender in and to the Premises, for any deed, transfer or sales tax shall be the benefit responsibility of Prudential and not of Lender. Notwithstanding anything to the contrary hereinabove, the terms of this Section 3 shall not amend, modify or waive any of the Certificateholders rights and obligations of a security interest in all of Borrower and Lender under the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Settlement Agreement were deemed to create a security interest in the assets 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 AgreementRelease.

Intention of Parties. (a) It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale sales thereof to the Depositor or the Trustee, as applicableTrust. It is, further, not the intention of the parties that such conveyance conveyances be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicableSeller, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in of the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance Loans provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Seller to the Depositor, as applicable, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust FundMortgage Loans, whether now owned or hereafter acquired. The Depositor Seller, for the benefit of the Certificateholders Certificateholders, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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. The Servicer shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Depositor for the benefit of the Certificateholders. Prior to the issuance of the Certificates, the Trustee shall hold the related Mortgage Files in trust for the exclusive use and benefit of the Depositor. Upon and at all times after the issuance of the Certificates, the Trustee shall hold the related Mortgage Files in trust for the exclusive use and benefit of all present and future Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor pursuant to the Trustee Article II of this Agreement be, and be construed as, an absolute sale thereof to the Depositor. It is further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Sellers to the Depositor. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or any one of them, or if for any other reason this Agreement is held or deemed to create a security interest in such assets, than (i) this Agreement shall be deemed, effective as of _______________ 1, 1997, to be a security agreement within the meaning of the Uniform Commercial Code of the State of _________________ and (ii) the conveyance provided for in this Agreement shall be deemed, effective as of ____________ 1, 1997, to be an assignment and a grant by the Sellers to the Depositor, for the benefit of the Trustee and the Certificateholders, of a security interest in all of the assets that constitute the Loans [and the Trust Fund], whether now owned or hereafter acquired. The Sellers for the benefit of the Depositor, the Trustee and the Certificateholders, shall cause to be filed in all appropriate jurisdictions on or before the Closing Date, all financing statements necessary to perfect the ownership interest of the Depositor in the Loans. The Sellers shall also arrange for filing any appropriate Uniform Commercial Code continuation statements as may be necessary or appropriate to continue the perfection of the ownership interest of the Depositor in the Loans. 106 It is the express intent of the parties hereto that the conveyance of the Trust Fund by the Depositor to the Trustee pursuant to Article II of this Agreement be, and be construed as, an absolute sale thereof to the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed deemed, effective as of __________ 1, 1997, to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York ___________ and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed deemed, effective as of __________ 1, 1997, to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor Depositor, for the benefit of the Trustee and the Certificateholders, shall file in all appropriate jurisdictions on or before the Closing Date all financings statements necessary to perfect the ownership interest of the Depositor in the Loans. The Depositor shall also arrange for the filing of any appropriate Uniform Commercial Code continuation statements as may be necessary or appropriate to continue the perfection of the Trustee's ownership interest in the Loans. The Depositor, for the benefit of the Trustee and the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any appropriate Uniform Commercial Code financing statements, continuation statements or other appropriate forms, notices or documents in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholder.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase this Agreement or this any Subsequent Transfer Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders and the Swap Counterparty, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders Certificateholders, the NIM Insurer and the Swap Counterparty shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders and the Swap Counterparty.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers RRAC to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicableSequoia. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 4(a) are held to be the property of the Sellers or the Depositor, as applicableRRAC, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 4(a) shall be deemed to be an assignment and a grant by the Sellers or the DepositorRRAC to Sequoia of, as applicableand RRAC hereby grants to Sequoia, for the benefit to secure all of the Certificateholders of RRAC’s obligations hereunder, a security interest in all of the assets that constitute the Trust FundRRAC’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement, the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated January 15, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”) or the Mortgage Loan Purchase Agreement, dated November 20, 2012, between Barclays Bank PLC and EverBank, as amended by the Assignment, Assumption and Recognition Agreement, dated as of January 15, 2013, by and among Barclays Bank PLC, RRAC and EverBank and as further amended by the Assignment, Assumption and Recognition Agreement, dated January 15, 2013, by and among RRAC, Sequoia, the Trustee and EverBank (the “EverBank Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement, the Cenlar Agreement or the EverBank Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. It is the express intent of the parties hereto that the The conveyance of the Mortgage Notes, Mortgages, assignments Loans and all other property hereunder by Seller as contemplated hereby is absolute and is intended by the parties to constitute a sale of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans and such other property by the Sellers Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties intended that such conveyance be deemed the grant of a pledge thereof by the Seller security interest to the Depositor, secure a loan or by the Depositor to the Trusteeother obligation. However, in the event that, notwithstanding the intent of the parties, such assets the Mortgage Loans and the other property described in Section 3(a) are held to be the property of the Sellers or the Depositor, as applicableSeller, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans and such assetsother property, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be constitute a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositoragreement, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 3(a) shall be deemed to be an assignment and a grant by the Sellers or the Seller to Depositor of, and Seller hereby grants to Depositor, as applicableto secure all of Seller’s obligations hereunder, for the benefit of the Certificateholders of a security interest in all of the assets that constitute the Trust FundSeller’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (i) the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of Seller’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the Assignment, Assumption and Recognition Agreement, dated __________ __, 201_, by and among Seller, Depositor, the Trustee, ________________, and ____________ or the Assignment, Assumption and Recognition Agreement, dated __________ __, 201_, by and among Seller, Depositor, the Trustee and ____________, Seller’s rights and obligations under the applicable Servicing Agreement and all of Seller’s rights under the Mortgage Loan Purchase and Sale Agreement, (iv) all of Seller’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of Seller’s rights under any Insurance Policies related to the Mortgage Loans, (vi) Seller’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the Certificateholders 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. Seller and Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust FundMortgage Loans, 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 this Agreement. Seller shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

Intention of Parties. (a) It is the express intent of the parties hereto Depositor and the Trustee that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee as provided for in Section 2.01 of the Depositor's right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or and assignment by the Depositor to the TrusteeTrustee of the Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that the conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicable, for the benefit Trustee on behalf of the Certificateholders Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Depositor's right (including the Trust Fundpower to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Replacement Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Custodial Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected "possession by the secured party", or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. "

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or 151 assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders. 110

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Master Servicer, the Servicer, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Loans to the Mortgage Loans by the Sellers Depositor pursuant to the Depositor, Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided for in Section 2.01 of each of the Seller’s and Depositor’s right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof and assignment by DLJMC to the Depositor or and by the Trustee, as applicable. It is, further, not Depositor to the intention Trustee of the parties Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that such any conveyance be deemed to be a pledge thereof of the Mortgage Loans by the Seller DLJMC to the Depositor, Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers DLJMC or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each 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 the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or the Depositor, as applicable, for the benefit each of the Certificateholders Seller and the Depositor to the Trustee on behalf of the Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the assets that constitute Seller’s and the Trust FundDepositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired. The Depositor for , in and to the benefit Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the Custodial Account; (E) all amounts payable after the Cut-off Date to the holders of the Certificateholders shallMortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest time held or invested in the assets Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds of any of the Trust Fundforegoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, such security interest would money, documents, advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a perfected “possession by the secured party”, or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) 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, securities intermediaries, bailees or agents (as applicable) of first priority the Trustee for the purpose of perfecting such security interest under applicable law and will be maintained as such throughout the term of the Agreement.law. “

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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 this Agreement. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the AgreementTrustee for the benefit of the Certificateholders.

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York York) with respect to all such assets and security interests and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders and the NIM Insurer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders. 170

Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Sellers to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Sellers or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Sellers or Depositor to the Depositor, as applicableTrustee, for the benefit of the Certificateholders Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets 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.. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders. 148

Intention of Parties. (a) It is the express intent of the parties hereto Depositor, the Seller, the Servicer and the Trustee that the conveyance of by the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating Seller to the Depositor pursuant to the Mortgage Loans by Loan Purchase Agreement and the Sellers to the Depositor, and conveyance by the Depositor to the Trustee and by the Seller to the Trustee as provided for in Section 2.01 of each of the Seller’s and Depositor’s right, title and interest in and to the Mortgage Loans be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof and assignment by the Seller to the DepositorDepositor and by the Depositor to the Trustee of the Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that either conveyance be deemed to be the grant of a security interest in the Mortgage Loans by the Seller to the Depositor or by the Depositor to the TrusteeTrustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, such assets Mortgage Loans are held to be the property of the Sellers Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assetsthe Mortgage Loans, then it is intended that (i) the Mortgage Loan Purchase Agreement and this Agreement shall each also be deemed to be a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of the State of New York and any other applicable jurisdiction; (ii) the conveyance conveyances provided for in the Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, Section 2.01 shall be deemed to be an assignment and a grant by the Sellers or Seller and the Depositor, as applicable, for Depositor to the benefit Trustee on behalf of the Certificateholders Certificateholders, and the Seller and the Depositor hereby grant to the Trustee, to secure payment in full of the Secured Obligations (as defined below), a security interest in all of the assets that constitute Seller’s and the Trust FundDepositor’s right, title and interest, whether now owned or hereafter acquired. The Depositor for , in and to (A) the benefit of Mortgage Loans, including the Certificateholders shallMortgage Notes, to the extent consistent with this AgreementMortgages, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest any related insurance policies and all other documents in the assets of the Trust Fundrelated Mortgage Files and including any Replacement Mortgage Loans; (B) pool insurance policies, 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.hazard insurance policies and