Common use of SALE AND CONVEYANCE OF TRUST FUND; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS Clause in Contracts

SALE AND CONVEYANCE OF TRUST FUND; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Originators do hereby sell, transfer, assign, set over and convey to the Trustee (or, with respect to the Pool III Mortgage Loans and the Reserve Amount, the Co-Trustee) without recourse and for the benefit of the Certificateholders of the related Pool, subject to the terms of this Agreement, all of the right, title and interest of the Originators in and to the Initial Pool I, Initial Pool II, Initial Pool III and Initial Pool IV Mortgage Loans, all rights under the Reserve Amount relating to the Pool III Mortgage Loans and all other assets included or to be included in the Trust Fund. The Mortgage Loans that from time to time constitute part of the Trust Fund shall be divided into four separate sub-trusts, one for the Pool I Mortgage Loans, one for the Pool II Mortgage Loans, one for the Pool III Mortgage Loans and one for the Pool IV Mortgage Loans. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates and all ownership interests of the Class R Certificateholders in and to such payments, are subject and subordinate to the preferential rights of the Pool I, Pool II, Pool III and Pool IV Certificateholders and Class X Certificateholders, to receive payments in respect of the Pool I, Pool II, Pool III and Pool IV Certificates and Class X Certificates, repectively, and the ownership interests of the Pool I, Pool II, Pool III and Pool IV Certificateholders and Class X Certificateholders in such payments, to the extent set forth herein. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Principal and Interest Account and any Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement.

SALE AND CONVEYANCE OF TRUST FUND; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Originators do hereby sell, transfer, assign, set over and convey to the Trustee (or, with respect to the Pool III Mortgage Loans and the Reserve Amount, the Co-Trustee) without recourse and for the benefit of the Certificateholders of the related Pool, subject to the terms of this Agreement, all of the right, title and interest of the Originators in and to the Initial Pool I, Initial Pool II, Initial Pool III II and Initial Pool IV Mortgage Loans, all rights under the Reserve Amount relating to the Pool III Mortgage Loans and all other assets included or to be included in the Trust Fund. The Mortgage Loans that from time to time constitute part of the Trust Fund shall be divided into four three separate sub-trusts, one for the Pool I Mortgage Loans, one for the Pool II Mortgage Loans, one for the Pool III Mortgage Loans and one for the Pool IV III Mortgage Loans. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates and all ownership interests of the Class R Certificateholders in and to such payments, are subject and subordinate to the preferential rights of the Pool I, Pool II, Pool III and Pool IV Class A Certificateholders and Class X Certificateholders, to receive payments in respect of the Pool I, Pool II, Pool III and Pool IV Class A Certificates and Class X Certificates, repectivelyrespectively, and the ownership interests of the Pool I, Pool II, Pool III and Pool IV Class A Certificateholders and Class X Certificateholders in such payments, to the extent set forth herein. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Principal and Interest Account and any Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement.

SALE AND CONVEYANCE OF TRUST FUND; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Originators do hereby sell, transfer, assign, set over and convey to the Trustee (or, with respect to the Pool III Mortgage Loans and the Reserve Amount, the Co-Trustee) without recourse and for the benefit of the Certificateholders of the related Pool, subject to the terms of this Agreement, all of the right, title and interest of the Originators in and to the Initial Pool I, Initial Pool II, II and Initial Pool III and Initial Pool IV Mortgage Loans, all rights under the Reserve Amount relating to the Pool III Mortgage Loans and all other assets included or to be included in the Trust Fund. The Mortgage Loans that from time to time constitute part of the Trust Fund shall be divided into four three separate sub-trusts, one for the Pool I Mortgage Loans, one for the Pool II Mortgage Loans, one for the Pool III Mortgage Loans and one for the Pool IV III Mortgage Loans. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates and all ownership interests of the Class R Certificateholders in and to such payments, are subject and subordinate to the preferential rights of the Pool I, Pool II, II and Pool III and Pool IV Certificateholders and Class X Certificateholders, to receive payments in respect of the Pool I, Pool II, II and Pool III and Pool IV Certificates and Class X Certificates, repectivelyrespectively, and the ownership interests of the Pool I, Pool II, II and Pool III and Pool IV Certificateholders and Class X Certificateholders in such payments, to the extent set forth herein. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Principal and Interest Account and any Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement.

SALE AND CONVEYANCE OF TRUST FUND; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Originators do hereby sell, transfer, assign, set over and convey to the Trustee (or, with respect to the Pool III Mortgage Loans and the Reserve Amount, the Co-Trustee) without recourse and for the benefit of the Certificateholders of the related Pool, subject to the terms of this Agreement, all of the right, title and interest of the Originators in and to the Initial Pool I, Initial Pool II, Initial Pool III and Initial Pool IV Mortgage Loans, all rights under the Reserve Amount relating to the Pool III Mortgage Loans and all other assets included or to be included in the Trust Fund. The Mortgage Loans that from time to time constitute part of the Trust Fund shall be divided into four separate sub-trusts, one for the Pool I Mortgage Loans, one for the Pool II Mortgage Loans, one for the Pool III Mortgage Loans and one for the Pool IV Mortgage Loans. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates and all ownership interests of the Class R Certificateholders in and to such payments, are subject and subordinate to the preferential rights of the Pool I, Pool II, Pool III and Pool IV Certificateholders and Class X A Certificateholders, to receive payments in respect of the Pool I, Pool II, Pool III and Pool IV Class A Certificates and Class X Certificates, repectively, and the ownership interests of the Pool I, Pool II, Pool III and Pool IV Certificateholders and Class X A Certificateholders in such payments, to the extent set forth herein. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Principal and Interest Account and any Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement.

SALE AND CONVEYANCE OF TRUST FUND; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Originators do hereby sell, transfer, assign, set over and convey to the Trustee (or, with respect to the Pool III Mortgage Loans and the Reserve Amount, the Co-Trustee) without recourse and for the benefit of the Certificateholders of the related Pool, subject to the terms of this Agreement, all of the right, title and interest of the Originators in and to the Initial Pool I, Initial Pool II, Initial Pool III and Initial Pool IV Mortgage Loans, all rights under the Reserve Amount relating to the Pool III Mortgage Loans and all other assets included or to be included in the Trust Fund. The Mortgage Loans that from time to time constitute part of the Trust Fund shall be divided into four separate sub-trusts, one for the Pool I Mortgage Loans, one for the Pool II Mortgage Loans, one for the Pool III Mortgage Loans and one for the Pool IV Mortgage Loans. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates and all ownership interests of the Class R Certificateholders in and to such payments, are subject and subordinate to the preferential rights of the Pool I, Pool II, Pool III and Pool IV Class A Certificateholders and Class X Certificateholders, to receive payments in respect of the Pool I, Pool II, Pool III and Pool IV Class A Certificates and Class X Certificates, repectively, and the ownership interests of the Pool I, Pool II, Pool III and Pool IV Class A Certificateholders and Class X Certificateholders in such payments, to the extent set forth herein. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Principal and Interest Account and any Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement.

SALE AND CONVEYANCE OF TRUST FUND; PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Originators do hereby sell, transfer, assign, set over and convey (i) to the Trustee Pool I and Pool II Co-Trustee, the Pool I and Pool II Mortgage Loans, (orii) to the Pool III Co-Trustee, with respect to the Pool III Mortgage Loans (other than the FHA Loans) and (iii) to the FHA Custodian, the FHA Loans (including the related Reserve Amount), the Co-Trustee) in each case without recourse and for the benefit of the Certificateholders of the related Pool, subject to the terms of this Agreement, all of the right, title and interest of the Originators in and to the Initial Pool I, Initial Pool II, Initial II and Pool III and Initial Pool IV Mortgage Loans, all rights under the Reserve Amount relating to the Pool III Mortgage Loans and all other assets included or to be included in the Trust Fund. The Mortgage Loans that from time to time constitute part of the Trust Fund shall be divided into four three separate sub-trusts, one for the Pool I Mortgage Loans, one for the Pool II Mortgage Loans, Loans and one for the Pool III Mortgage Loans. The FHA Custodian is accepting the transfer of the FHA Loans (including the Reserve Amount) solely on behalf of the Trust Fund and, immediately following such acceptance (and one prior to the issuance of the Certificates), the FHA Custodian shall, and hereby does, sell, transfer, assign, set over and convey to the Pool III Co-Trustee, for the benefit of the Certificateholders, subject to the terms of this Agreement, the FHA Loans (but not the Reserve Amount) without recourse, but with and under the "guaranty" of the FHA Custodian made to the Pool IV Mortgage LoansIII Co-Trustee, that the FHA Custodian shall file or cause to be filed Claims with respect to the FHA Loans pursuant to Section 5.15. (b) The rights of the Certificateholders to receive payments with respect to the Mortgage Loans in respect of the Certificates, and all ownership interests of the Certificateholders in such payments, shall be as set forth in this Agreement. In this regard, all rights of the Class R Certificateholders to receive payments in respect of the Class R Certificates and all ownership interests of the Class R Certificateholders in and to such payments, are subject and subordinate to the preferential rights of the Pool I, Pool II, II and Pool III and Pool IV Certificateholders and Class X Certificateholders, to receive payments in respect of the Pool I, Pool II, II and Pool III and Pool IV Certificates and Class X Certificates, repectivelyrespectively, and the ownership interests of the Pool I, Pool II, II and Pool III and Pool IV Certificateholders and Class X Certificateholders in such payments, to the extent set forth herein. In accordance with the foregoing, the ownership interest of the Class R Certificateholders in amounts deposited in the Principal and Interest Account and any Account from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement.