Common use of Conveyance of Mortgage Loans to Trustee Clause in Contracts

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Issuing Entity without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the Class R Deposit and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the their respective Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, Agreement sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Protected Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iviii) any REO Property, (viv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viv) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viivi) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders herein, (vii) the Class R Deposit, (viii) such assets as shall from time to time be credited or are required by the Assignment Agreements terms of this Agreement to be credited to any of the Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement, (viii) the Class R Deposit and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller a)The Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the applicable Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Cap Reserve Account in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered Certificateholders and the Class I-B-3 Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Cap Reserve Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the their respective Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Reserve Fund for the benefit of the Trustee on behalf of Offered Certificates, the CertificateholdersClass II-B-5 Certificates and the related Class B-IO Certificates, as applicable, (iv) such assets relating to the Group I Mortgage Loans as from time to time may be held by the Trustee in the Final Maturity Reserve Account and such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the Group I Certificates and the Group II Certificates, as applicable, (v) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by the Assignment Agreements Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the Supplemental PMI Policy and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Reserve Fund for the benefit of the Trustee on behalf of Offered Certificates (other than the CertificateholdersClass I-X Certificates and the Grantor Trust Certificates), the Underlying Certificates and the related Class B-IO Certificates, as applicable, (iv) such assets relating to the Group I Mortgage Loans as from time to time may be held by the Trustee in the Final Maturity Reserve Account and such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the Group I Certificates (other than the Class I-X Certificates) and the Group II Offered Certificates, as applicable, (v) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by Distribution Account and the Assignment Agreements Reserve Fund and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement Agreements to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements (viii) the rights with respect to the EMC Servicing Agreement and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; , (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers related Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the Additional Collateral and the Seller's rights in respect of the Surety Bond relating to the Additional Collateral Mortgage Loans, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Initial Mortgage Loans and the Subsequent Mortgage Loans identified in the their respective Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, as the case may be, but excluding any payments of principal and interest due on or prior to the Cut-off Date or the related Subsequent Cut-off Date, as the case may be; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Pre-Funding Account, the Interest Coverage Account and the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date but excluding any payments of interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Reserve Fund for the benefit of the Trustee on behalf of Offered Certificates (other than the CertificateholdersClass I-X Certificates and the Grantor Trust Certificates), the Underlying Certificates, the Class II-B-6 Certificates and the related Class B-IO Certificates, as applicable, (iv) such assets relating to the Group I Mortgage Loans as from time to time may be held by the Trustee in the Final Maturity Reserve Account and such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the Group I Certificates (other than the Class I-X Certificates) and the Group II Certificates, as applicable, (v) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by Pre-Funding Account, the Assignment Agreements Pre-Funding Reserve Account, the Interest Coverage Account, the Distribution Account and the Reserve Fund and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the their respective Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders Certificateholder by the Assignment Agreements Agreement and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the applicable Mortgage Loan Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and all interest and principal due with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, as the case may be, but excluding any payments of principal and interest due on or prior to the Cut-off Date; Date with respect to the Initial Mortgage Loans, and excluding any principal and interest due on or prior to the related Subsequent Cut-off Date with respect to the applicable Subsequent Mortgage Loans, as the case may be, (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, the Group I Pre-Funding Account and the Group I Interest Coverage Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers related Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement and each Subsequent Mortgage Loan Purchase Agreement, to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date or Subsequent Cut-off Date, as applicable, but excluding any payments of principal and interest due on or prior to the Cut-off Date or Subsequent Cut-off Date, as applicable; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Trustee without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Certificate Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub-Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Subsection 4.01(a)), (iv) such assets relating to the Master Servicer Collection Account and Mortgage Loans as from time to time may be held by the Trustee in the Distribution Custody Account for (excluding any income to the benefit of the Trustee on behalf of the CertificateholdersMaster Servicer from Permitted Investments under Section 4.04(d)), (ivv) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to the Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (vi) any REO Property, (vvii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viviii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a2.03A(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. The Mortgage Loans that constitute part of the Trust shall be divided into five separate sub-trusts, one for each of the Mortgage Loan Groups. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Trustee without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Certificate Account (excluding any income to the Master Servicer Collection Accountfrom Permitted Investments under Subsection 4.02(d)), (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub-Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Subsection 4.01(a)), (iv) such assets relating to the Master Servicer Collection Account and Mortgage Loans as from time to time may be held by the Trustee in the Distribution Custody Account for (excluding any income to the benefit of the Trustee on behalf of the CertificateholdersMaster Servicer from Permitted Investments under Section 4.04(d)), (ivv) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to the Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (vi) any REO Property, (vvii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viviii) the Mortgage Loan Purchase Agreement Seller Contract to the extent provided in Subsection 2.03(a2.03(b), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Protected Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iviii) any REO Property, (viv) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viv) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vi) the Underlying Purchase Agreement, (vii) the rights with respect to Servicing Agreement, (viii) the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Assignment, Assumption and Recognition Agreement, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller --------------------------------------- concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Trustee without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Certificate Account (excluding any income to the Master Servicer Collection Account, from Permitted Investments under Subsection 4.02(d)); (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub- Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Subsection 4.01(a)); (iv) such assets relating to the Master Servicer Collection Account and Mortgage Loans as from time to time may be held by the Trustee in the Distribution Custody Account for (excluding any income to the benefit of Master Servicer from Permitted Investments under Section 4.04(d)); (v) any Servicing Accounts (to the Trustee on behalf of extent the Certificateholders, mortgagee has a claim thereto and excluding any income to the Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to applicable law); (ivvi) any REO Property, ; (vvii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), ; (viviii) the Mortgage Loan Purchase Agreement Seller Contract to the extent provided in Subsection 2.03(a2.03(b), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements ; and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers related Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a)Agreement, (vii) the rights with respect to the Servicing Agreements (and each related Recognition Agreement as defined and described in the related Assignment Agreement) as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the Additional Collateral and the Mortgage Loan Seller's rights in respect of the Surety Bond relating to the Additional Collateral Mortgage Loans, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Reserve Fund for the benefit of the Offered Certificates (other than the Class X Certificates and the Grantor Trust Certificates), the Underlying Class I-A-2, the Class II-B-5 Certificates and the related Class B-IO Certificates, as applicable (iv) such assets relating to the Mortgage Loans as from time to time may be held by the Trustee on behalf in the Final Maturity Reserve Account and such assets relating to the Group I Mortgage Loans as from time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the CertificateholdersGroup I Offered Certificates, (ivv) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by the Assignment Agreements Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Class II-A-2 Certificateholders will also have the benefit of the Certificate Insurance Policy.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered, Class I-B-3, Class B-IO, Class II-B-1, Class II-B-2, Class II-X-B1 and Class II-X-B2 Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements (and each related Recognition Agreement as defined and described in the related Assignment Agreement) as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Pre-Funding Account, the Interest Coverage Account, the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Regular Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Assignment, Assumption and Recognition Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements Assignment, Assumption and Recognition Agreement and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Certificate Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account Protected Accounts for the benefit of the Trustee on behalf holder of the CertificateholdersMortgage Loans, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to Servicing Agreements, (viii) the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Assignment, Assumption and Recognition Agreement, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Issuing Entity without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement or the Applicable Servicing Agreements to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Collection Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to Corridor Contract and Corridor Contract Account, (viii) the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Swap Agreement and Swap Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the each Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in the Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the related Certificateholders by the Assignment Agreements and (viii) any all proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund Funds pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.. Moreover, if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Funds, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans and all proceeds 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 Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or its agent of the Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; (d) the Securities Administrator shall be deemed to be the "securities intermediary," as such term is defined in Section 8-102(a)(14)(ii) of the New York Uniform Commercial Code, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the New York Uniform Commercial Code; (e) the "

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including (A) in the case of all Mortgage Loans other than Simple Interest Loans all interest and principal due with respect to the Mortgage Loans after the Cut-off DateDate (i.e., but excluding any payments of principal and interest due on or prior to the Cut-off Date) and (B) in the case of Simple Interest Loans, including all principal and interest due after the Cut-Off Date and any payments of principal due on or prior to the Cut-Off Date but received after the Cut-Off Date (i.e., excluding any interest and principal due and received on or prior to the Cut-Off Date); (ii) the Certificate Account and such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection AccountCertificate Account (excluding any income to the Trustee from Permitted Investments under Subsection 4.02(d)), (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub-Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Subsection 4.01(a)), (iv) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholdersor Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (ivv) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy Policy, FHA insurance or VA guaranty (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) rights under the rights with respect to Certificate Insurance Policy (for the Servicing Agreements as assigned to the Trustee on behalf benefit of the Certificateholders by Holders of the Assignment Agreements Senior Certificates only) and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee for the benefit of the Certificateholders and the Certificate Insurer a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Reserve Fund for the benefit of the Trustee on behalf of Offered Certificates (other than the CertificateholdersClass X Certificates and the Grantor Trust Certificates), the Underlying Certificates, the Class II-B-5 Certificates and the related Class B-IO Certificates, as applicable, (iv) such assets relating to the Group I Mortgage Loans as from time to time may be held by the Trustee in the Final Maturity Reserve Account and such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the Group I Certificates and the Group II Certificates, as applicable, (v) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by the Assignment Agreements Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Initial Beneficial Holder concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Trustee without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Certificate Account (excluding any income to the Master Servicer Collection Accountfrom Permitted Investments under Section 4.02(d)), (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub-Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Section 4.01(a)), (iv) such assets relating to the Master Servicer Collection Account and Mortgage Loans as from time to time may be held by the Trustee in the Distribution Custody Account for (excluding any income to the benefit of the Trustee on behalf of the CertificateholdersMaster Servicer from Permitted Investments under Section 4.04(d)), (ivv) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to the Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (vi) any REO Property, (vvii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viviii) the Mortgage Loan Purchase Agreement Seller Contract to the extent provided in Subsection 2.03(aSection 2.03(b), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerInitial Beneficial Holder's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Initial Beneficial Holder shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerInitial Beneficial Holder's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account and the Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in the Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement and (viii) any all proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.. Moreover, if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and all proceeds 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 Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or its agent of the Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; (d) the Trustee shall be deemed to be the “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New York Uniform Commercial Code, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the New York Uniform Commercial Code; (e) the “securities intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code shall be the State of New York; (f) the Trustee is not a “clearing corporation”, as such term is defined in Section 8-102(a)(5) of the New York Uniform Commercial Code and (g) 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, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a “

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement Agreements to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer Trustee in the Master Servicer Collection Account and Distribution Account, (iv) such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersFinal Maturity Reserve Account, (ivv) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by the Assignment Agreements Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Issuing Entity without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the Corridor Contracts and Corridor Contract Account, (ix) the Cap Contract and Cap Contract Account, (x) the Swap Agreement and Swap Account and (viiixi) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer Trustee in the Master Servicer Collection Account and Distribution Account, (iv) such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersFinal Maturity Reserve Account, (ivv) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by the Assignment Agreements Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Class I-A-2 Certificateholders and the Class II-A-2 Certificateholders will also have the benefit of the Certificate Insurance Policy.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Certificate Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub-Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Subsection 4.01(a)), (iv) such assets relating to the Master Servicer Collection Account and Mortgage Loans as from time to time may be held by the Trustee in the Distribution Custody Account for (excluding any income to the benefit of the Trustee on behalf of the CertificateholdersMaster Servicer from Permitted Investments under Section 4.04(d)), (ivv) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to the Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (vi) any REO Property, (vvii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viviii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a2.03A(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. The Mortgage Loans that constitute part of the Trust shall be divided into four separate sub-trusts, one for each of the Mortgage Loan Groups. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller a)The Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the applicable Mortgage Loan Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a)Agreement, (vii) the rights with respect to the Servicing Agreements (and each related Recognition Agreement as defined and described in the related Assignment Agreement) as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any Mortgage Loan be conveyed to the Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by and the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the rights under the Cap Contracts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the applicable Mortgage Loan Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and all interest and principal due with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, as the case may be, but excluding any payments of principal and interest due on or prior to the Cut-off Date; Date with respect to the Initial Mortgage Loans, and excluding any principal and interest due on or prior to the related Subsequent Cut-off Date with respect to the applicable Subsequent Mortgage Loans, as the case may be, (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, the Group I Pre-Funding Account, the Group I Interest Coverage Account, the Group II Pre-Funding Account and the Group II Interest Coverage Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers related Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee Paying Agent on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement and each Subsequent Mortgage Loan Purchase Agreement, to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Issuing Entity without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements (as assigned to the Trustee Depositor on behalf of the Certificateholders by the Countrywide Assignment Agreements and Agreement, in the case of the Countrywide Servicing Agreement), (viii) any proceeds of the foregoingforegoing and (ix) the Depositor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties to have and to hold, in trust. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Issuing Entity without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement or the Applicable Servicing Agreements to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Collection Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to Corridor Contract and Corridor Contract Account, (viii) the Servicing Agreements as assigned to Swap Agreement and Swap Account, (ix) the Trustee on behalf of the Certificateholders by the Assignment Agreements Final Maturity Reserve Account and (viiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the Additional Collateral and EMC's rights in respect of the Surety Bond relating to the Additional Collateral Mortgage Loans, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a na loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a)Agreement, (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any Mortgage Loan be conveyed to the Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in the Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement and (viii) any all proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.. Moreover, if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and all proceeds 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 Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or its agent of the Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; (d) the Securities Administrator shall be deemed to be the “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New York Uniform Commercial Code, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the New York Uniform Commercial Code; (e) the “securities intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code shall be the State of New York; (f) the Securities Administrator is not a “clearing corporation”, as such term is defined in Section 8-102(a)(5) of the New York Uniform Commercial Code and (g) 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, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan“ as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a “

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the initial Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a)Agreement, (vii) the rights with respect to the Servicing Agreements (and each related Recognition Agreement as defined and described in the related Assignment Agreement) as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection AccountCertificate Account (subject to the right of the Trustee to retain all income from Permitted Investments under Section 4.02(c)), (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers a Master Servicer or a Sub-Servicer in Protected Accounts, the Accounts (excluding any income to a Master Servicer in the Master or any Sub-Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholdersfrom Permitted Investments under Subsection 4.01(a)), (iv) [reserved], (v) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to a Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (vi) any REO Property, (vvii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viviii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a2.03A(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. The Mortgage Loans that constitute part of the Trust shall be divided into five separate sub-trusts, one for each of the Mortgage Loan Sub-Groups. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Initial Mortgage Loans and the Subsequent Mortgage Loans identified in the their respective Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, as the case may be, but excluding any payments of principal and interest due on or prior to the Cut-off DateDate and the Subsequent Mortgage Loans; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Distribution Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Pre-Funding Reserve Account, the Interest Coverage Account and the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement, (viii) the rights under the Cap Contract and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date or Subsequent Cut-off Date, as applicable, but excluding any payments of principal and interest due on or prior to the Cut-off Date or Subsequent Cut-off Date, as applicable; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the each Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in the Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the related Certificateholders by the Assignment Agreements and (viii) any all proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund Funds pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. Moreover, if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Funds, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and all proceeds 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 Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or its agent of the Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; (d) the Securities Administrator shall be deemed to be the “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New York Uniform Commercial Code, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the New York Uniform Commercial Code; (e) the “securities intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code shall be the State of New York; (f) the Securities Administrator is not a “clearing corporation”, as such term is defined in Section 8-102(a)(5) of the New York Uniform Commercial Code and (g) 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, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Certificate Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub-Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Subsection 4.01(a)), (iv) such assets relating to the Master Servicer Collection Account and Mortgage Loans as from time to time may be held by the Trustee in the Distribution Custody Account for (excluding any income to the benefit of the Trustee on behalf of the CertificateholdersMaster Servicer from Permitted Investments under Section 4.04(d)), (ivv) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to the Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (vi) any REO Property, (vvii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viviii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a2.03A(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. The Mortgage Loans that constitute part of the Trust shall be divided into three separate sub-trusts, one for each of the Mortgage Loan Groups. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the applicable Mortgage Loan Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and all interest and principal due with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, as the case may be, but excluding any payments of principal and interest due on or prior to the Cut-off Date; Date with respect to the Initial Mortgage Loans, and excluding any principal and interest due on or prior to the related Subsequent Cut-off Date with respect to the applicable Subsequent Mortgage Loans, as the case may be, (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, the Pre-Funding Account and the Interest Coverage Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers related Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee Paying Agent on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement and each Subsequent Mortgage Loan Purchase Agreement, to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Issuing Entity without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement or the Applicable Servicing Agreements to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to Corridor Contract and Corridor Contract Account, (viii) the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Swap Agreement and Swap Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account and the Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in the Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement and (viii) any all proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. Moreover, if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and all proceeds 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 Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or its agent of the Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; (d) the Trustee shall be deemed to be the “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New York Uniform Commercial Code, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the New York Uniform Commercial Code; (e) the “securities intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code shall be the State of New York; (f) the Trustee is not a “clearing corporation”, as such term is defined in Section 8-102(a)(5) of the New York Uniform Commercial Code and (g) 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, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is a “High-Cost Home Loan” as defined by applicable predatory lending laws.

Conveyance of Mortgage Loans to Trustee. (a) The Seller a)The Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the applicable Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in a Protected AccountsAccount, the Master Servicer in the Master Servicer Collection Account and Account, the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders and the Trustee in the Cap Reserve Account for the benefit of the Trustee on behalf of the Class A-1, Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the GreenPoint Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Cap Reserve Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller a)The Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the applicable Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the GreenPoint Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, and the related Mortgage Notes, mortgages and other related documents, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; Date with respect to the Mortgage Loans, (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers related Servicer in Protected AccountsAccounts and the Paying Agent in the Group I Carryover Shortfall Reserve Fund, the Master Servicer in Group II Carryover Shortfall Reserve Fund, the Master Servicer Collection Subordinate Carryover Shortfall Reserve Fund, the Yield Maintenance Account and the Trustee in the Distribution Account for the benefit of the Trustee Paying Agent on behalf of the Certificateholders, (iv) any REO Property, and any revenues received thereon, (v) the Required Insurance Policies and any amounts paid or payable by the related insurer under any Insurance Policy (to the extent the related mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the rights with respect to the Yield Maintenance Agreement and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in the Protected AccountsAccount, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.. The Depositor, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, Agreement sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect Class R Deposit, (viii) such assets as shall from time to time be credited or are required by the Servicing Agreements as assigned terms of this Agreement to the Trustee on behalf be credited to any of the Certificateholders by the Assignment Agreements Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Class II-A-2 Certificateholders and the Class III-A-2 Certificateholders will also have the benefit of the Certificate Insurance Policy.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Issuing Entity without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Securities Administrator in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements Transfer Agreement, (viii) the rights of the Depositor under the Transfer Agreement, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Reserve Fund for the benefit of the Trustee on behalf of Offered Certificates, the CertificateholdersClass II-B-6 Certificates and the related Class B-IO Certificates, as applicable, (iv) such assets relating to the Group I Mortgage Loans as from time to time may be held by the Trustee in the Final Maturity Reserve Account and such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the Group I Certificates (other than the Class X Certificates) and the Group II Certificates, as applicable, (v) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by the Assignment Agreements Accounts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Certificate Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account Protected Accounts for the benefit of the Trustee on behalf holder of the CertificateholdersMortgage Loans, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to Servicing Agreements, (viii) the Servicing Agreements as assigned to Assignment, Assumption and Recognition Agreement, (ix) the Trustee on behalf of the Certificateholders by the Assignment Agreements Supplemental PMI Policy and (viiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; Date with respect to the Mortgage Loans, (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers related Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee Paying Agent on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the rights with respect to the Class X Servicing Contracts and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Certificate Account (subject to the right of the Master Servicer Collection Accountto receive all income from Permitted Investments under Section 4.02(c)), (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Master Servicer or the Servicers in servicing accounts or Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account Accounts for the benefit of the Trustee on behalf holder of the CertificateholdersMortgage Loans, (iv) any REO Property, (v) the Required Insurance Policies, the rights with respect to the GEMICO Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the rights with respect to the Servicing Agreements and the Additional Pledged Collateral Custodial Agreements, (vii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (viiviii) any proceeds of, and any payments on, any Additional Collateral relating to a Mortgage Loan upon the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements liquidation thereof, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection related Protected Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers subservicers in Protected Accounts, the Master Servicer in the Master Servicer Collection related Protected Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy Policy, FHA insurance or VA guaranty (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), ) and (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) the Policy, the Class I-A-6 Policy Payments Account, the Rounding Account and the Reserve Fund and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust Trustee, on behalf of the Trust, without recourse but subject to the terms and provisions of this Agreement, for the benefit of the Certificateholders and the Certificate Insurers, all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection AccountCertificate Account (excluding any income to the Trustee from Permitted Investments under Subsection 4.02(d)), (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Master Servicer or a Sub-Servicer in Protected Accounts, Accounts (excluding any income to the Master Servicer in or any Sub-Servicer from Permitted Investments under Subsection 4.01(a)), (iv) any Servicing Accounts (to the extent the mortgagee has a claim thereto and excluding any income to the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholdersor a Sub-Servicer or interest payable to Mortgagors pursuant to applicable law), (ivv) any REO Property, (vvi) the rights and remedies of the Trustee against any Person making any representation or warranty to the Trustee hereunder, to the extent provided herein, (vii) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (viviii) all rights of the Mortgage Loan Purchase Agreement Depositor under the Seller Contract to the extent provided in Subsection 2.03(a2.05(a), (viiix) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Yield Maintenance Agreements, and (viiiix) any all proceeds of the foregoing. Although it is Upon the intent issuance of the parties to this Agreement that Certificates, the conveyance ownership of each Mortgage Note, the Mortgage and the contents of the Seller's right, title and interest in and related Mortgage File related to the each Mortgage Loans and other assets Loan is vested in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in Trustee for the event that such conveyance is deemed to be a loan, it is the intent benefit of the parties to this Agreement that Certificateholders and the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable lawCertificate Insurers.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account maintained by the Trustee, (iii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection AccountAccount maintained by the Master Servicer, (iiiiv) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (ivv) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (viiviii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.. The Depositor, the Seller, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a “

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Cap Reserve Account in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered Certificateholders and the Class I-B-3 Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements (and each related Recognition Agreement as defined and described in the related Assignment Agreement) as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Cap Reserve Account and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a)Agreement, (vii) the rights with respect to the Servicing Agreements (and each related Recognition Agreement as defined and described in the related Assignment Agreement) as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the their respective Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account and the Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in the Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement and (viii) any all proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. Moreover, if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and all proceeds 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 Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee or its agent of the Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; (d) the Trustee shall be deemed to be the “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New York Uniform Commercial Code, that in the ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the New York Uniform Commercial Code; (e) the “securities intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code shall be the State of New York; (f) the Trustee is not a “clearing corporation”, as such term is defined in Section 8-102(a)(5) of the New York Uniform Commercial Code and (g) 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, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreement and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the their respective Mortgage Loan ScheduleSchedules, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Distribution Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.. The Depositor, the Seller, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a “

Conveyance of Mortgage Loans to Trustee. (a) The Seller concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Certificate Account (subject to the right of the Master Servicer Collection Accountto receive all income from Permitted Investments under Section 4.02(c)), (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Master Servicer or the Sub-Servicers in servicing accounts or Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account Accounts for the benefit of the Trustee on behalf holder of the CertificateholdersMortgage Loans, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Underlying Purchase Agreements and the Underlying Assignment Agreements, as assigned conveyed to the Trustee on behalf of the Certificateholders by as trustee pursuant to the Assignment Agreements Agreement, and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Regular Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Assignment, Assumption and Recognition Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee on behalf of the Certificateholders Depositor by the Assignment Agreements Assignment, Assumption and Recognition Agreement and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers Servicer in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Regular Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Assignment, Assumption and Recognition Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements Agreement as assigned to the Trustee Depositor on behalf of the Certificateholders by the Assignment Agreements Assignment, Assumption and Recognition Agreement and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Securities Administrator in the Distribution Account for in the benefit name of the Trustee on behalf of the Trust for the benefit of the Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Pre-Funding Account, the Pre-Funding Reserve Account, the Interest Coverage Account and the Distribution Account and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any Mortgage Loan be conveyed to the Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account maintained by the Securities Administrator, (iii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection AccountAccount maintained by the Master Servicer, (iiiiv) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account Accounts and the Trustee Paying Agent in the Distribution Account for the benefit of the Trustee on behalf of the CertificateholdersAccount, (ivv) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (viiviii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.. The Depositor, the Seller, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a “

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor, concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest due and principal due received with respect to the Mortgage Loans after the Cut-off Date but excluding any payments of interest and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account and the Reserve Fund for the benefit of the Trustee on behalf of Offered Certificates (other than the CertificateholdersClass X Certificates and the Grantor Trust Certificates), the Underlying Certificates and the Class B-IO Certificates, as applicable, (iv) such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the Certificates (other than the Class X Certificates), (v) any REO Property, (vvi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vivii) the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (viiviii) such assets as shall from time to time be credited or are required by the rights with respect terms of this Agreement to the Servicing Agreements as assigned be credited to the Trustee on behalf any of the Certificateholders by Pre-Funding Account, the Assignment Agreements Pre-Funding Reserve Account, the Interest Coverage Account, the Distribution Account and the Reserve Fund and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the SellerDepositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the SellerDepositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Mortgage Loans to Trustee. (a) The Seller Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Certificateholders and the Trustee in the Cap Reserve Account for the benefit of the Trustee on behalf of the Group I Offered Certificateholders and the Class I-B-3 Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Cap Reserve Account and (viiiix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.