Common use of Conveyance of REMIC II Regular Interests; Security Interest Clause in Contracts

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase price of the REMIC II Regular Interests, shall issue the Certificates (other than the Class R and Class PPP Certificates) to the Company or the Company’s designee on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The Certificates (other than the Class R and Class PPP Certificates) shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and the Yield Maintenance Agreement pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase price of the REMIC II Regular Interests, shall issue the REMIC III Regular Interests, the Certificates (other than the Class R C, Class P, Class SW, Class R, Class R-CX, and Class PPP R-PX Certificates) and the Class R-3 Residual Interest to the Company or the Company’s designee on the Closing Date in Authorized DenominationsDate. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC I Regular Interests and the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The REMIC III Regular Interests, the Certificates (other than the Class R C, Class P, Class R, Class R-CX and Class PPP R-PX Certificates) ), and the Class R-3 Residual Interest shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and the Yield Maintenance Agreement pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular InterestsInterests (other than the Class X-2 Certificates). The Trust, as payment of the purchase price of the REMIC II Regular InterestsInterests (other than the Class X-2 Certificates), shall issue the Certificates (other than the Class R and Class PPP X-2 Certificates) to the Company or the Company’s designee on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC II Regular Interests (other than the Class X-2 Certificates) shall not be cancelled and shall be held as treasury interests owned by the Trust. The Certificates (other than the Class R and Class PPP Certificates) shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests (other than the Class X-2 Certificates) and the Yield Maintenance Agreement Assigned Prepayment Premiums pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests (other than the Class X-2 Certificates) to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular InterestsInterests (other than the Class X-2 Certificates). It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests (other than the Class X-2 Certificates) by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests (other than the Class X-2 Certificates) are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular InterestsInterests (other than the Class X-2 Certificates), then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase repurchase price of the REMIC II Regular Interests, shall issue the REMIC III Regular Interests, the Certificates (other than the Class R C, Class P, Class SW, Class R, Class R-CX, and Class PPP R-PX Certificates) and the Class R-3 Residual Interest to the Company or the Company’s designee on the Closing Date in Authorized DenominationsDate. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC I Regular Interests and the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The REMIC III Regular Interests, the Certificates (other than the Class R C, Class P, Class R, Class R-CX and Class PPP R-PX Certificates) ), and the Class R-3 Residual Interest shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and the Yield Maintenance Agreement pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase price of the REMIC II Regular Interests, shall issue the Certificates (other than the Class R and Class PPP Certificates) to the Company or the Company’s designee on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The Certificates (other than the Class R and Class PPP Certificates) shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and the Yield Maintenance Agreement pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase price of the REMIC II Regular Interests, shall issue the Certificates (other than the Class R PPP and Class PPP R Certificates) to the Company or the Company’s designee and the Class R-2 Residual Interest on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The Certificates (other than the Class R PPP and Class PPP R Certificates) shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and Interests, the Yield Maintenance Agreement and the Assigned Prepayment Premiums pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase price of the REMIC II Regular Interests, shall issue the Certificates (other than the Class R and Class PPP Certificates) to the Company or the Company’s designee on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The Certificates (other than the Class R and Class PPP Certificates) shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and the Yield Maintenance Agreement pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase price of the REMIC II Regular Interests, shall issue the Certificates (other than the Class R PPP and Class PPP R Certificates) to the Company or the Company’s designee and the Class R-2 Residual Interest on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The Certificates (other than the Class R PPP and Class PPP R Certificates) shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and Interests, the Yield Maintenance Agreement Agreements and the Assigned Prepayment Premiums pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then

Conveyance of REMIC II Regular Interests; Security Interest. The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Regular Interests. The Trust, as payment of the purchase price of the REMIC II Regular Interests, shall issue the REMIC III Regular Interests, the Certificates (other than the Class R C, Class P, Class SW, Class R, and Class PPP R-CPS Certificates) and the Class R-3 Residual Interest to the Company or the Company’s designee on the Closing Date in Authorized DenominationsDate. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC I Regular Interests and the REMIC II Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust. The REMIC III Regular Interests, the Certificates (other than the Class R C, Class P, Class R, Class R-CX and Class PPP R-PX Certificates) ), and the Class R-3 Residual Interest shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Regular Interests and the Yield Maintenance Agreement pursuant to Section 3806(b)(2) of the Statutory Trust Statute. It is the express intent of the parties hereto that the conveyance of the REMIC II Regular Interests to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the REMIC II Regular Interests. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Regular Interests by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Regular Interests are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC II Regular Interests, then