Common use of Intention of Parties Clause in Contracts

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it is intended by each of the parties hereto that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund for the benefit of the holders of the Certificates. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fund, then (a) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 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 (i) the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 (iv) all proceeds of the foregoing. (b) The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, such security interest would 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 will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Sellers to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 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 Depositor to Sellers or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunder, Certificateholders of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Seller or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Loans and related rights and property to the Trustee, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund for the benefit of the holders Certificateholders, by the Depositor as provided in Section 2.1 be, and be construed as, an absolute sale of the CertificatesMortgage Loans and related property. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and related property by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event thatif, notwithstanding the intent of the parties, the Trust Fund Mortgage Loans or any related property is held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans or any related property, then (a) this Agreement shall constitute be deemed to be a security agreement, ; and (b) the conveyance provided for in Section 2.01 2.1 shall be deemed to be a grant by the Depositor to the Trustee Trustee, for the benefit of the Certificateholders, of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, a security interest in all of the Depositor’s right, title, and interest, whether now owned or existing or hereafter acquiredacquired or arising, in in, to and to under: (i) the Mortgage Loans, property described in clauses (ii1)-(4) all other property in below (regardless of whether subject to the Trust Fund, (iiiUCC or how classified thereunder) and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, documents, general intangiblescertificates of deposit, goods, instruments, investment property, letter of credit rights, letters of credit, money, advices of credit and oil, gas, and other minerals, investment property consisting of, arising from, from or relating to, to any of the foregoingproperty described in clauses (1)-(4) below: (1) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, security agreements, and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable on and after the Cut-Off Date, and the Mortgage Files; (iv2) the Distribution Account, all REO Accounts, the Collection Account, and the Reserve Accounts, including all property therein and all income from the investment of funds therein (including any accrued discount realized on liquidation of any investment purchased at a discount); (3) the REMIC I Regular Interests and the REMIC II Regular Interests; and (4) the Mortgage Loan Purchase Agreements that are permitted to be assigned to the Trustee pursuant to Section 14 thereof; (ii) all proceeds accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, investment property, and other rights arising from or by virtue of the foregoing.disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all or any part of the collateral described in clause (i) above (including any accrued discount realized on liquidation of any investment purchased at a discount); and (biii) all cash and non-cash Proceeds (as defined in the Uniform Commercial Code) of the collateral described in clauses (i) and (ii) above. The possession by the Custodian (on the Trustee’s behalf) of the Mortgage Notes, the Mortgages and such other goods, advices of credit, instruments, money, documents, chattel paper or certificated securities and the possession by the Master Servicer (on the Trustee’s behalf) of the letters of credit shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 8-301 and 9-315 thereof) as in force in the relevant jurisdiction. Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed to be 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 perfecting such security interest under applicable law. The Depositor and, at the Depositor’s direction, the Master Servicer and the Trustee, shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fundproperty described above, 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor Master Servicer shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, make all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in the Trust Fundsuch property, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change transfer of name any interest of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller Master Servicer or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loanssuch property. In connection with herewith, the transactions contemplated by this Agreement, each Trustee shall have all of the Seller rights and remedies of a secured party and creditor under the Depositor authorizes its immediate or mediate transferee to file Uniform Commercial Code as in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described force in this paragraph (b)the relevant jurisdiction.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Mortgage Loans by the Seller to the Depositor, and by the Depositor to the Trust Fund pursuant to this Agreement shall constitutebe, and shall be construed as, a an absolute sale of such property and thereof to the Depositor or the Trust Fund, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trust Fund for the benefit of the holders of the CertificatesFund. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or the Depositor, as applicable, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) each conveyance provided for in this Agreement shall be deemed to be an assignment and a grant by the Depositor to Seller or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement or any Supplemental Transfer Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or any Supplemental Transfer Agreement shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (bii) the conveyance provided for in Section 2.01 this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended 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 Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Sellers’ and Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of WMMSC, GreenPoint, DLJMC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Sellers and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Sellers’ and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Seller to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by the Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . The Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Seller or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunder, Certificateholders of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement or any Subsequent Transfer Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (bii) the conveyance provided for in Section 2.01 this Agreement and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or the Depositor, as applicable, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York, (ii) each conveyance provided for in this Agreement shall be deemed to be an assignment and a grant by the Depositor to Seller or the Trustee ofDepositor, and as applicable , for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter the possession by the Trustee or the Custodian of credit rights, letters the Mortgage Notes and such other items of credit, money, and oil, gas, 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 minerals, consisting of, arising from, or relating to, any applicable law. Any assignment of the foregoing, Seller and (iv) all proceeds the Depositor shall also be deemed to be an assignment of any security interest created hereby. Each of the foregoing. (b) The Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Seller or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 this the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Sellers to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by each Seller to the benefit of Depositor, or by the holders of Depositor to the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 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 Depositor to Sellers or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunder, Certificateholders of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title and interest in and Mortgage Loans by the Seller to property constituting the Trust Fund pursuant to this Agreement shall constituteDepositor be, and shall be construed as, a sale of such property and absolute sales thereof. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyances be deemed a pledge thereof by the benefit of Seller to the holders of the CertificatesDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in such assets, then (i) this Agreement shall 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 of the Mortgage Loans provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Depositor, for the benefit of the Certificateholders, of a security interest in all of the Mortgage Loans, whether now owned or hereafter acquired. The Seller, 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 Mortgage 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 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. (b) It is the express intent of the parties hereto that the conveyance of the Trust Fund is by the Depositor to the Trustee be, and be construed as, absolute sales thereof to the Trustee. It is, further, not the intention of the parties that such conveyances be deemed a pledge thereof 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 Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 this Agreement shall be deemed to be an assignment and a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor, in and to (i) for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoingCertificateholders, and (iv) all proceeds of the foregoing. (b) The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended the Sellers, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the DLJMC Mortgage Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of DLJMC’s and the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale and assignment by DLJMC to the Depositor of such property the DLJMC Mortgage Loans, and not a grant of a security interest by the Depositor to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Sellers and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Sellers’ and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 8-106, 8-301, 9-106, 9-313 and 9 314, thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this 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 Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by each Seller to the benefit of Depositor, or by the holders of Depositor to the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Seller or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunder, Certificateholders of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Seller to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by the Seller to the Depositor or (b) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . The Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of each Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee, be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or the Depositor, as applicable, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York, (ii) each conveyance provided for in this Agreement shall be deemed to be an assignment and a grant by the Depositor to Seller or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter the possession by the Trustee or the Custodian of credit rights, letters the Mortgage Notes and such other items of credit, money, and oil, gas, 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 minerals, consisting of, arising from, or relating to, any applicable law. Any assignment of the foregoing, Seller and (iv) all proceeds the Depositor shall also be deemed to be an assignment of any security interest created hereby. Each of the foregoing. (b) The Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this 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 Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement or any Subsequent Transfer Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (bii) the conveyance provided for in Section 2.01 this Agreement and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Depositor to the Trustee ofTrustee, for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeSwap Counterparty, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoingCertificateholders, the NIM Insurer and (iv) all proceeds of the foregoing. (b) The Depositor Swap Counterparty shall, to the extent consistent with this Agreement, take such reasonable 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 this the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make all initial filings on or about and is enforceable as such as against creditors of and purchasers from the Closing Date and shall forward a copy Depositor. (ii) The Mortgage Notes constitute "instruments" within the meaning of such filing or filings the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare owns and forward for filinghas good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Co-Trustee pursuant to Section 2.01 have been delivered to the Co-Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or shall cause to be forwarded for filing, at the expense otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor, all filings . (c) The Master Servicer shall take such action as is reasonably necessary to maintain the effectiveness perfection and priority of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest of the Trustee in the Trust FundMortgage Loans; provided, including without limitation (i) continuation statementshowever, that the obligation to deliver the Mortgage File to the Co-Trustee pursuant to Section 2.01 shall be solely the Depositor's obligation and (ii) such other statements as may the Master Servicer shall not be occasioned by (A) any change of name responsible for the safekeeping of the Seller, Mortgage Files by the Co-Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Co-Trustee. Upon discovery by the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Mortgage Loan Sellers or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 this the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended the Sellers, 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 Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Sellers’ and Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC, GreenPoint or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by each of the Sellers and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of each Sellers’ and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended 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 Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Seller’s and Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC, or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by each of the Seller and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Seller’s and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of each Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this 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 Depositor to the Trustee ofTrustee, for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeSwap Counterparty, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor Swap Counterparty shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title and interest in and Mortgage Loans by the Seller to property constituting the Trust Fund pursuant to this Agreement shall constituteDepositor be, and shall be construed as, a sale of such property and absolute sales thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyances be deemed a pledge thereof by the benefit of Seller to the holders of the CertificatesDepositor. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in such assets, then (i) this Agreement shall 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 of the Mortgage Loans provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Depositor, for the benefit of the Certificateholders, of a security interest in all of the Mortgage Loans, whether now owned or hereafter acquired. The Seller, 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 Mortgage 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 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. (b) It is the express intent of the parties hereto that the conveyance of the Trust Fund is by the Depositor to the Trustee be, and be construed as, absolute sales thereof to the Trustee. It is, further, not the intention of the parties that such conveyances be deemed a pledge thereof 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 Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 this Agreement shall be deemed to be an assignment and a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired. The Depositor, in and to (i) for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoingCertificateholders, and (iv) all proceeds of the foregoing. (b) The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Conveyed Assets by the Seller to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (a) by the Seller to the Depositor or (b) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . The Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on Seller shall arrange for filing any Uniform Commercial Code financing or about the Closing Date and shall forward a copy of such filing continuation statements in connection with any security interest granted or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended 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 Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Seller's and Depositor’s 's right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Seller and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Seller's and the Depositor’s right's right (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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 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 by the Trustee or any other agent of the Trustee of Mortgage Notes or such 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 a "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 the Trustee for the purpose of perfecting such security interest under applicable law. "Secured Obligations" means (i) the rights of each Certificateholder to be paid any amount owed to it under this Agreement and (ii) all other property in the Trust Fund, (iii) 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 (iv) all proceeds of the foregoing. (b) The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, such security interest would 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 will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each obligations of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in under this paragraph (b)Agreement and the Assignment and Assumption Agreement.

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended the Seller, the Master Servicer, the Special Servicer, the Modification Oversight Agent, the Servicers, the Back-up Servicer, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Seller’s and Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC, or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by each of the Seller and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Seller’s and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement or any Subsequent Transfer Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (bii) the conveyance provided for in Section 2.01 this Agreement and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor NIM Insurer shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Sellers to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 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 Depositor to Mortgage Loan Sellers or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunder, Certificateholders of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended the Sellers, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the DLJMC Mortgage Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of DLJMC’s and the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale and assignment by DLJMC to the Depositor of such property the DLJMC Mortgage Loans, and not a grant of a security interest by the Depositor to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Sellers and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Sellers’ and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 8-106, 8-301, 9-106, 9-313 and 9-314, thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Sponsor to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by each Sponsor to the benefit of Depositor, or by the holders of Depositor to the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Sponsor or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunder, Certificateholders of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended 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 Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Seller’s and Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by each of the Seller and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Seller’s and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended the Sellers, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Sellers’ and Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of GreenPoint, Bank of America, WMMSC, DLJMC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Sellers and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Sellers’ and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee ofTrustee, for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeSwap Counterparty, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor Swap Counterparty shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes “instruments” within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor’s obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement or any Subsequent Transfer Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (bii) the conveyance provided for in Section 2.01 this Agreement and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . 179 The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor NIM Insurer shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Seller to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by the Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . The Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement or any Supplemental Transfer Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or any Supplemental Transfer Agreement shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes “instruments” within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor’s obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or the Depositor, as applicable, or if for any other reason this Agreement is held 113 or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York, (ii) each conveyance provided for in this Agreement shall be deemed to be an assignment and a grant by the Depositor to Seller or the Trustee ofDepositor, and as applicable , for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter the possession by the Trustee or the Custodian of credit rights, letters the Mortgage Notes and such other items of credit, money, and oil, gas, 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 minerals, consisting of, arising from, or relating to, any applicable law. Any assignment of the foregoing, Seller and (iv) all proceeds the Depositor shall also be deemed to be an assignment of any security interest created hereby. Each of the foregoing. (b) The Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each 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 Depositor’s Seller's right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by the Seller to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that either conveyance be deemed to be a pledge of the CertificatesMortgage Loans by the Seller to the Trustee to secure a debt or other obligation. However, in the event that, notwithstanding that the intent of the parties, the Trust Fund is Mortgage Loans are held to be the property of the DepositorSeller, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Depositor Seller to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Depositor’s rightSeller's right (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the 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 (iA) 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; (iiB) 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession or control by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be possession or control by the secured party, or relating topossession or control by a purchaser, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 or 9-115 thereof); and (iv) all proceeds of the foregoing. (b) The Depositor shallnotifications to persons holding such property, to the extent consistent with this Agreementand acknowledgments, take receipts or confirmations from persons holding such reasonable actions as may property, shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, such security interest would 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 will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filingnotifications to, or shall cause to be forwarded for filingacknowledgments, at the expense of the Depositorreceipts or confirmations from, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fundsecurities intermediaries, including without limitation (i) continuation statementsbailees or agents of, and (ii) such other statements as may be occasioned by (A) any change of name of the Selleror persons holding for, the Depositor or the Trustee, (B) any change of location of as applicable, for the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).purpose

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee ofTrustee, for the benefit of the Certificateholders, the Put Counterparty and the Depositor hereby grants to the TrusteeSwap Counterparty, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoingCertificateholders, the Put Counterparty and (iv) all proceeds of the foregoing. (b) The Depositor Swap Counterparty shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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, at its own expensethe Put Counterparty and the Swap Counterparty. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, make which security interest is prior to all initial other liens, and is enforceable as such as against creditors of and purchasers from the Depositor. 116 (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Sponsor to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Sponsor to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Sponsor or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of each Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this 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 Depositor to the Trustee ofTrustee, for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeSwap Counterparty, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor each Swap Counterparty shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make all initial filings on or about and is enforceable as such as against creditors of and purchasers from the Closing Date and shall forward a copy Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of such filing or filings the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare owns and forward for filinghas good and marketable title to such Mortgage Loan free and clear of any lien, claim or shall cause to be forwarded for filing, at encumbrance of any Person. (iv) The Depositor has received all consents and approvals required by the expense terms of the Depositor, all filings necessary Mortgage Loans to maintain the effectiveness sale of any original filings necessary under the relevant UCC Mortgage Loans hereunder to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this 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 Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. 106 (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Sponsor to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Sponsor to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Sponsor or the Trustee ofDepositor, as applicable, for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeInsurer, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor Insurer shall, to the extent consistent with this Agreement, take such reasonable 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 this the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto Seller and the Depositor that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the such parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, and agreement within the meaning of the Uniform Commercial Code of the State of New York; (bii) the conveyance provided for in Section 2.01 this Agreement shall be deemed to be an assignment and a grant by the Depositor to the Trustee ofTrustee, for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeNIMS Insurer, to secure all if any, of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, assets that constitute the Trust Fund and interestthe 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 to (iiii) the Mortgage LoansSwap 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) all other property in above). The Depositor, for the Trust Fund, (iii) 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 benefit of the foregoingCertificateholders, and (iv) all proceeds of the foregoing. (b) The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller Certificateholders and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statementsNIMS Insurer, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)if any.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this 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 Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement or any Supplemental Transfer Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or any Supplemental Transfer Agreement shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended the Sellers, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the DLJMC Mortgage Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of DLJMC’s and the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale and assignment by DLJMC to the Depositor of such property the DLJMC Mortgage Loans, and not a grant of a security interest by the Depositor to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC, WMMSC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Sellers and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Sellers’ and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oil, gas, and other minerals, consisting of, arising fromcertificated securities or chattel paper shall be deemed to be a “possession by the secured party”, or relating topossession by a purchaser or a person designated by him or her, any for purposes of perfecting the foregoingsecurity interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 8-106, 8-301, 9-106, 9-313 and 9 314, thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement or any Subsequent Transfer Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (bii) the conveyance provided for in Section 2.01 this Agreement and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoingCertificateholders, the Guarantor and (iv) all proceeds of the foregoing. (b) The Depositor NIM Insurer shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Sponsor to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Sponsor to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the 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 the Trust Fundsuch assets, then (ai) the Mortgage Loan Purchase Agreement and this Agreement shall constitute each be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 the Mortgage Loan Purchase Agreement from the 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 Depositor to Sponsor or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 this the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement or any Supplemental Transfer Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or any Supplemental Transfer Agreement shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement or any Supplemental Transfer Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or any Supplemental Transfer Agreement shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement or any Supplemental Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes “instruments” within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor’s obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or the Depositor, as applicable, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) each conveyance provided for in this Agreement shall be deemed to be an assignment and a grant by the Depositor to Seller or the Trustee ofDepositor, as applicable , for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeCertificate Insurer, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor Certificate Insurer shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

Intention of Parties. (a) Notwithstanding any other provision It is the express intent of this Agreementthe Depositor, it is intended 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 Loans to the Depositor pursuant to the 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 parties hereto that the conveyance of the Seller’s and Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constituteMortgage Loans be, and shall be construed as, a an absolute sale of such property and not a grant of a security interest assignment by DLJMC to secure a loan or other obligation, so that the Depositor and by the Depositor to the Trustee shall be the owner of the Trust Fund Mortgage Loans for the benefit of the holders Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the CertificatesMortgage Loans by DLJMC to the Depositor or 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, the Trust Fund is Mortgage Loans are held to be the property of DLJMC or the Depositor, as applicable, or if for any other reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans, then it is intended that (ai) this Agreement shall constitute also be deemed to be a security agreement, agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (bii) the conveyance conveyances provided for in Section 2.01 shall be deemed to be a grant by the Seller and the Depositor to the Trustee of, and on behalf of the Depositor hereby grants to the TrusteeCertificateholders, to secure all payment in full of the Depositor’s obligations hereunderSecured Obligations (as defined below), of a security interest in all of the Seller’s and the Depositor’s rightright (including the power to convey title thereto), title, title and interest, whether now owned or hereafter acquired, in and to the 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 (iA) 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; (iiB) 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 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 property, including without limitation all amounts from time to time held or invested in the Trust FundCertificate 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) all accountsthe possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, chattel paper, deposit accountsmoney, documents, general intangibles, goods, instruments, investment property, letter advices of credit rightscredit, letters of credit, moneygoods, and oilcertificated securities or chattel paper shall be deemed to be a “possession by the secured party,” or possession by a purchaser or a person designated by him or her, gasfor purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, and other mineralswithout limitation, consisting ofSections 9-313, arising from, 8-313 or relating to, any of the foregoing, 8-321 thereof); and (iv) all proceeds 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 the foregoing. (b) The Depositor shall, to Trustee for the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, purpose of perfecting such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreementlaw. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).“

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement or any Supplemental Transfer Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or any Supplemental Transfer Agreement shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement 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 Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders and each Swap Counterparty, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, Certificateholders and (iv) all proceeds of the foregoing. (b) The Depositor each Swap Counterparty shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes “instruments” within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor’s obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the "NY UCC")) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes "instruments" within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor's obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement or any Subsequent Transfer Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (bii) the conveyance provided for in Section 2.01 this Agreement and any Subsequent Transfer Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement by the Depositor to the Trustee ofTrustee, for the benefit of the Certificateholders and the Depositor hereby grants to the TrusteeSwap Counterparty, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoingCertificateholders, the NIM Insurer and (iv) all proceeds of the foregoing. (b) The Depositor Swap Counterparty shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make all initial filings on or about and is enforceable as such as against creditors of and purchasers from the Closing Date and shall forward a copy Depositor. (ii) The Mortgage Notes constitute “instruments” within the meaning of such filing or filings the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare owns and forward for filinghas good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Co-Trustee pursuant to Section 2.01 have been delivered to the Co-Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or shall cause to be forwarded for filing, at the expense otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor, all filings . The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the effectiveness perfection and priority of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest of the Trustee in the Trust FundMortgage Loans; provided, including without limitation (i) continuation statementshowever, that the obligation to deliver the Mortgage File to the Co-Trustee pursuant to Section 2.01 shall be solely the Depositor’s obligation and (ii) such other statements as may the Master Servicer shall not be occasioned by (A) any change of name responsible for the safekeeping of the Seller, Mortgage Files by the Co-Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Co-Trustee. Upon discovery by the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any The conveyance of the Mortgage Loans and all other provision of this Agreement, it property hereunder by RRAC as contemplated hereby is absolute and is intended by each of the parties hereto that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, constitute a sale of the Mortgage Loans and such other property and by RRAC to Sequoia. It is, further, not a intended that such conveyance be the grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund for the benefit of the holders of the Certificates. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is Mortgage Loans and the other property described in Section 3(a) are held to be the property of the DepositorRRAC, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans and such other property, then (a) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 3(a) shall be deemed to be a grant by the Depositor RRAC to the Trustee Sequoia of, and the Depositor RRAC hereby grants to the TrusteeSequoia, to secure all of the DepositorRRAC’s obligations hereunder, a security interest in all of the DepositorRRAC’s right, title, title and interest, whether now owned or hereafter acquired, in and to (i) 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 other property of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the Trust Fundproceeds 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 accountsof RRAC’s rights under the Mortgage Loan Purchase and Sale Agreement, chattel paper(iv) all of RRAC’s right, deposit accountstitle and interest, documentsif any, general intangiblesin REO Property and the proceeds thereof, goods(v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, instruments(vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, 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 including the foregoingMortgaged Properties, and (ivvii) all proceeds of the foregoing. (b) The Depositor 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 reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 this Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and RRAC shall forward a copy of such arrange for filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any Uniform Commercial Code financing statements or other and continuation statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)such security interest.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Mortgage Loans and all other assets of the Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Depositor to the holders of the CertificatesTrustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute be deemed to be a security agreement, agreement within the meaning of the Uniform Commercial Code of the State of New York and (bii) the conveyance provided for in Section 2.01 this Agreement shall be deemed to be an assignment and a grant by the Depositor to the Trustee Trustee, for the benefit of the Certificateholders, of, and the Depositor hereby grants to the Trustee, to secure all of the Depositor’s obligations hereunder, a security interest in (A) all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all other property in the Trust Fund, (iiiB) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter of 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 (ivC) all proceeds of the foregoing. (b) . The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or about the Closing Date and shall forward a copy of such filing or filings assigned to the Trustee. Without limiting Trustee for the generality benefit of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Certificateholders.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement or any Supplemental Transfer Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 or any Supplemental Transfer Agreement shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement 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 Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes “instruments” within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor’s obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders, the Depositor party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s right, title (i) of the Mortgage Loans by the Sellers to the Depositor and interest in and to property constituting the (ii) Trust Fund pursuant by the Depositor to this Agreement shall constitutethe Trustee each be, and shall be construed as, a an absolute sale of such property and thereof to the Trustee. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for the benefit of the holders of the Certificatesparties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of any Seller or the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundeither such assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement (within the meaning of the Uniform Commercial Code of the State of New York) with respect to all such assets and security interests and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant pursuant to the terms of this Agreement (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all for the benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in . Each Seller and to (i) the Mortgage Loans, (ii) all other property in Depositor for the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 the Agreement. The Depositor willshall 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. (b) The Depositor hereby represents that: (i) This Agreement creates a valid and continuing security interest (as defined in the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in the Mortgage Notes in favor of the Trustee, at its own expensewhich security interest is prior to all other liens, make and is enforceable as such as against creditors of and purchasers from the Depositor. (ii) The Mortgage Notes constitutes “instruments” within the meaning of the NY UCC. (iii) Immediately prior to the assignment of each Mortgage Loan to the Trustee, the Depositor owns and has good and marketable title to such Mortgage Loan free and clear of any lien, claim or encumbrance of any Person. (iv) The Depositor has received all initial consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee. (v) All original executed copies of each Mortgage Note that are required to be delivered to the Trustee pursuant to Section 2.01 have been delivered to the Trustee. (vi) Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings on or about against the Closing Date Depositor. The parties to this Agreement shall not waive any of the representations set forth in this Section 10.04(b) without obtaining a confirmation of the then-current ratings of the Certificates. (c) The Master Servicer shall take such action as is reasonably necessary to maintain the perfection and priority of the security interest of the Trustee in the Mortgage Loans; provided, however, that the obligation to deliver the Mortgage File to the Trustee pursuant to Section 2.01 shall forward a copy be solely the Depositor’s obligation and the Master Servicer shall not be responsible for the safekeeping of such filing or filings the Mortgage Files by the Trustee. (d) It is understood and agreed that the representations and warranties set forth in subsection (b) above shall survive delivery of the Mortgage Files to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned Upon discovery by (A) any change of name of the Seller, the Depositor or the Trustee, (B) Trustee of a breach of any change of location of the Seller or foregoing representations and warranties set forth in subsection (b) above, which breach materially and adversely affects the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither interest of the Seller nor Certificateholders (determined without regard to the Depositor Policy), the party discovering such breach shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior give prompt written notice of such action to its immediate the others and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)Rating Agency.

Intention of Parties. (a) Notwithstanding any The conveyance of the Mortgage Loans and all other provision of this Agreement, it property hereunder by Five Oaks as contemplated hereby is absolute and is intended by each of the parties hereto that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, constitute a sale of the Mortgage Loans and such other property and by Five Oaks to the Depositor. It is, further, not a intended that such conveyance be the grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund for the benefit of the holders of the Certificates. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is Mortgage Loans and the other property described in Section 5 are held to be the property of the DepositorFive Oaks, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust FundMortgage Loans and such other property, then (a) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 5 shall be deemed to be a grant by Five Oaks to the Depositor to the Trustee of, and the Depositor Five Oaks hereby grants to the TrusteeDepositor, to secure all of the DepositorFive Oaks’s obligations hereunder, a security interest in all of the DepositorFive Oaks’s right, title, title and interest, whether now owned or hereafter acquired, in and to (i) the 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 other property of Five Oaks’s right, title and interest, if any, in and to all amounts from time to time credited to and the Trust Fundproceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) all accountsof Five Oaks’s right, chattel papertitle and interest, deposit accountsif any, documentsin REO Property and the proceeds thereof, general intangibles(iv) all of Five Oaks’s rights under any Insurance Policies related to the Mortgage Loans, goods(v) Five Oaks’s security interest in any collateral pledged to secure the Mortgage Loans, 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 including the foregoing, Mortgaged Properties and (ivvi) all proceeds of the foregoing. (b) The conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. Five Oaks and the Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in 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 this Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and Five Oaks shall forward a copy of such arrange for filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any Uniform Commercial Code financing statements or other and continuation statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b)such security interest.

Intention of Parties. (a) Notwithstanding any other provision of this Agreement, it It is intended by each the express intent of the parties hereto that the conveyance of the Depositor’s rightMortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and interest in any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to property constituting the Trust Fund pursuant Mortgage Loans by the Seller to this Agreement shall constitutethe Depositor, and shall by the Depositor to the Trustee be, and be construed as, a an absolute sale of such property and thereof to the Depositor or the Trustee, as applicable. It is, further, not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner intention of the Trust Fund for parties that such conveyance be deemed a pledge thereof by the benefit of Seller to the holders of Depositor, or by the CertificatesDepositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is such assets are held to be the property of the Seller or the Depositor, as applicable, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fundsuch assets, then (ai) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) each conveyance provided for in this Agreement shall be deemed to be an assignment and a grant by the Depositor to Seller or the Trustee ofDepositor, and as applicable, for the Depositor hereby grants to the Trustee, to secure all benefit of the Depositor’s obligations hereunderCertificateholders, of a security interest in all of the Depositor’s right, title, and interestassets that constitute the Trust Fund, whether now owned or hereafter acquired, in and to (i) . The Depositor for the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) 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 benefit of the foregoing, and (iv) all proceeds of the foregoing. (b) The Depositor Certificateholders shall, to the extent consistent with this Agreement, take such reasonable 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 the Agreement. The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws. Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).