Common use of Conveyance of Initial Mortgage Loans Clause in Contracts

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March 1, 2004); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee, on behalf of the Trust, to enter into the Interest Rate Cap Agreements with the Cap Provider.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March June 1, 20042003); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Class P Deposit which the Trustee shall deposit in the Distribution Account upon receipt from the Depositor; (v) the Net Cap Fund Deposit; (vvi) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee, on behalf of the Trust, to enter into the Interest Rate Cap Agreements Agreement with the Cap Provider. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the “Related Documents”) and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of JPMorgan Chase Bank, as Trustee for Renaissance HEL Trust 2003-2 without recourse” and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) For each Mortgage Loan that is not a MERS Mortgage Loan, any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) For each Mortgage Loan, the original Assignment of Mortgage in recordable form, from the Seller in blank, or to “JPMorgan Chase Bank, as Trustee for Renaissance HEL Trust 2003-2”; (iv) The original lender’s policy of title insurance or a true copy thereof or, if such original lender’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) For each Mortgage Loan that was not a MERS Mortgage Loan at its origination, all intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller’s interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement (and any Subsequent Transfer Agreement, as applicable) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In instances where, for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Depositor and the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee, as designee of the Depositor, and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transactions set forth herein be a sale by the Seller to the Depositor of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above and the sale by the Depositor to the Trust of all the Depositor’s right, title and interest in and to the Mortgage Loans and other property described above. In the event either transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Depositor, and the Depositor hereby grants to the Trustee, a security interest in all of its respective right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Depositor and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Depositor, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to transfer the entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within thirty (30) days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee, in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within thirty (30) days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within thirty (30) days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller, shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five (5) Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March September 1, 20042003); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Account, together with all investment earnings on such amounts; and (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee, on behalf of the Trust, to enter into the Interest Rate Cap Agreements with the Cap Provider. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the “Related Documents”) and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2003-3 without recourse” and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) For each Mortgage Loan that is not a MERS Mortgage Loan, any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and a copy of the related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and a copy of the related power of attorney, if any, certified by the public recording office. For each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) For each Mortgage Loan, the original Assignment of Mortgage in recordable form, from the Seller in blank, or to “Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2003-3”; (iv) The original lender’s policy of title insurance or a true copy thereof or, if such original lender’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) For each Mortgage Loan that was not a MERS Mortgage Loan at its origination, all intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller’s interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement (and any Subsequent Transfer Agreement, as applicable) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In instances where, for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Depositor and the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee, as designee of the Depositor, and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transactions set forth herein be a sale by the Seller to the Depositor of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above and the sale by the Depositor to the Trust of all the Depositor’s right, title and interest in and to the Mortgage Loans and other property described above. In the event either transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Depositor, and the Depositor hereby grants to the Trustee, a security interest in all of its respective right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Depositor and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Depositor, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to transfer the entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within thirty (30) days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee, in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within thirty (30) days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within thirty (30) days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five (5) Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March May 1, 20042001); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiv) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for DFC HEL Trust 2001-1 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Xxxxx Fargo Bank Minnesota, National Association, as Trustee for DFC HEL Trust 2001-1"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March September 1, 20042000); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by Class P Deposit which the Trustee shall deposit in the Pre-Funding Account and the First Payment Loan Distribution Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiv) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-3 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-3"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March 1, 20042003); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Class P Deposit which the Trustee shall deposit in the Distribution Account upon receipt from the Depositor; (v) the Net Cap Fund Deposit; (vvi) all of its rights (but none of its obligations), under the Interest Rate Cap Agreements; (vii) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiviii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of CertificateholdersCertificateholders and the Certificate Insurer, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the “Related Documents”) and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2003-1 without recourse” and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) For each Mortgage Loan that is not a MERS Mortgage Loan, any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) For each Mortgage Loan, the original Assignment of Mortgage in recordable form, from the Seller in blank, or to “Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2003-1”; (iv) The original lender’s policy of title insurance or a true copy thereof or, if such original lender’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) For each Mortgage Loan that was not a MERS Mortgage Loan at its origination, all intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller’s interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement (and any Subsequent Transfer Agreement, as applicable) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In instances where, for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Depositor and the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee, as designee of the Depositor, and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transactions set forth herein be a sale by the Seller to the Depositor of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above and the sale by the Depositor to the Trust of all the Depositor’s right, title and interest in and to the Mortgage Loans and other property described above. In the event either transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Depositor, and the Depositor hereby grants to the Trustee, a security interest in all of its respective right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Depositor and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Depositor, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within thirty (30) days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee, in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies and the Certificate Insurer, delivered to the Trustee, the Certificate Insurer and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within thirty (30) days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within thirty (30) days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller, shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five (5) Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March June 1, 20042000); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (viv) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this AgreementInitial Interest Deposit; and (viivi) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format and the Seller, in connection with the Subsequent Transfer, shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the Related Documents and the related Mortgage Loan Schedule in computer readable format with respect to each Subsequent Mortgage Loan: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-2 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Norwest Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-2"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March December 1, 20042000); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (viv) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this AgreementClass P Deposit which the Trustee shall deposit in the Distribution Account; and (viivi) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-4 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-4"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March September 1, 20042002); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Class P Deposit which the Trustee shall deposit in the Distribution Account upon receipt from the Depositor; (v) the Net Cap Fund Deposit; (vvi) all of its rights (but none of its obligations), under the Interest Rate Cap Agreement; (vii) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiviii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of CertificateholdersCertificateholders and the Certificate Insurer, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the “Related Documents”) and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2002-3 without recourse” and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) For each Mortgage Loan that is not a MERS Mortgage Loan, any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) For each Mortgage Loan, the original Assignment of Mortgage in recordable form, from the Seller in blank, or to “Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2002-3”; (iv) The original lender’s policy of title insurance or a true copy thereof or, if such original lender’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) For each Mortgage Loan that was not a MERS Mortgage Loan at its origination, all intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller’s interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement (and any Subsequent Transfer Agreement, as applicable) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In instances where, for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Depositor and the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee, as designee of the Depositor, and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transactions set forth herein be a sale by the Seller to the Depositor of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above and the sale by the Depositor to the Trust of all the Depositor’s right, title and interest in and to the Mortgage Loans and other property described above. In the event either transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Depositor, and the Depositor hereby grants to the Trustee, a security interest in all of its respective right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Depositor and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Depositor, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within thirty (30) days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee, in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies and the Certificate Insurer, delivered to the Trustee, the Certificate Insurer and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within thirty (30) days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within thirty (30) days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller, shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five (5) Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i2.04)(i) all of its right, title and interest in and to each Initial Mortgage Loan, including the related Cut-Off Date Principal Balance Balance, all interest accruing thereon after the related Due Date in April and all collections in respect of interest and principal received after the related Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March 1, 2004the Initial Mortgage Loans through the related Due Date in April); (ii) property which secured such Initial Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Capitalized Interest Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiv) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of ; (vi) the Depositor’s right, title and interest in and to each asset conveyed to rights under the Purchase Agreement (other than any rights of the Depositor by the Sellerto indemnification under Section 6.1(a), including all (c), (d) and (e)(ii) of the Purchase Agreement), together with all rights of the Depositor to require the Seller to comply cure any breach thereof or to repurchase or substitute for any affected Mortgage Loan in accordance with its obligations the Purchase Agreement; and (vii) certain payments under this Agreementthe Corridor Contract. In addition, on or prior to the Closing Date, the Depositor shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance by the Depositor, the Depositor shall deliver to, and deposit with the Trustee, with respect to each Initial Mortgage Loans on or before the Closing Date (and with respect to each Subsequent Mortgage Loan, the Seller shall deliver to, and deposit with the Trustee, on behalf or before each Subsequent Transfer Date), the following documents or instruments with respect to each such Mortgage Loan (the “Related Documents”): (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the TrustMortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of Deutsche Bank National Trust Company, as Trustee for Xxxxxx Home Equity Loan Trust 2004-3 without recourse” and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage, and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller or by the closing attorney by facsimile or manual signature, or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy if the original has been transmitted for recording until such time as the original is returned by the public recording office, or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller to “Deutsche Bank National Trust Company, as Trustee for Xxxxxx Home Equity Loan Trust 2004-3”; (iv) The original lender’s policy of title insurance or a true copy thereof, or if such original lender’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete, or if such lender’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, certified by a Responsible Officer of the Seller by facsimile or manual signature as a true copy of the original of such intervening assignments; and (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any. In instances where the original recorded Mortgage cannot be delivered by the Depositor to the Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the Depositor, may in lieu of delivering such original recorded Mortgage, deliver to the Trustee a copy thereof; provided, that the Seller certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor. In all such instances, the Depositor shall deliver or cause to be delivered the original recorded Mortgage to the Trustee promptly upon receipt of the original recorded Mortgage but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to enter into indicate that such Initial Mortgage Loans have been transferred to the Interest Rate Cap Agreements Trustee and constitute part of the Trust in accordance with the Cap Providerterms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Depositor to the Trust of all the Depositor’s right, title and interest in and to the Initial Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Depositor hereby grants to the Trust a security interest in all of the Depositor’s right, title and interest in, to and under the Initial Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. (c) Within 60 days of the Closing Date or Subsequent Transfer Date, as applicable, the Seller, at its own expense, shall either (i) prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records, or (ii) deliver to the Trustee the Assignments of Mortgage in favor of the Trustee in form for recordation. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 60 days following the Closing Date or Subsequent Transfer Date, as applicable, such Assignment of Mortgage shall be submitted for recording by the Seller within 30 days after receipt of such information, but in no event later than one year after the date such Assignment of Mortgage is otherwise required to be recorded pursuant to this Section 2.01(c). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) , or the discovery of any defect in any documents delivered pursuant to this Section 2.01(c) which has a material adverse effect on the value of the Mortgage Loan , shall result in the obligation of the Seller to repurchase or substitute an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of Section 2.02. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on the Certificates, without regard to the Certificate Insurance Policy; provided, further, however, each Assignment of Mortgage shall be submitted for recording by the Servicer (in its capacity as Seller) in the manner described above, at no expense to the Trust or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or by the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Termination Loss Event, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) if the Seller is not the Servicer and (vi) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense shall be paid by the Trustee and shall be reimbursable pursuant to Section 9.05 of this Agreement. (d) The Trustee agrees, for the benefit of Certificateholders, within 90 days after execution and delivery of this Agreement, to review the Mortgage Files to ascertain that all required documents set forth in paragraphs (i) - (v) of Section 2.01(a) have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule and that the Mortgage Notes have been endorsed as set forth in Section 2.01(a), and in so doing the Trustee may rely on the purported due execution and genuineness of any signature thereon. If within such 90-day period the Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee shall promptly upon the conclusion of its review notify the Seller, the Depositor and the Certificate Insurer, and the Seller shall have a period of 90 days after such notice within which to correct or cure any such defect. (e) The Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in subsection (d) of Section 2.01. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March December 1, 20042003); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Account, together with all investment earnings on such amounts; and (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee, on behalf of the Trust, to enter into the Interest Rate Cap Agreements with the Cap Provider. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the “Related Documents”) and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2003-4 without recourse” and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) For each Mortgage Loan that is not a MERS Mortgage Loan, any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and a copy of the related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and a copy of the related power of attorney, if any, certified by the public recording office. For each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) For each Mortgage Loan, the original Assignment of Mortgage in recordable form, from the Seller in blank, or to “Xxxxx Fargo Bank Minnesota, National Association, as Trustee for Renaissance HEL Trust 2003-4”; (iv) The original lender’s policy of title insurance or a true copy thereof or, if such original lender’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) For each Mortgage Loan that was not a MERS Mortgage Loan at its origination, all intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller’s interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement (and any Subsequent Transfer Agreement, as applicable) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In instances where, for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Depositor and the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee, as designee of the Depositor, and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transactions set forth herein be a sale by the Seller to the Depositor of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above and the sale by the Depositor to the Trust of all the Depositor’s right, title and interest in and to the Mortgage Loans and other property described above. In the event either transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Depositor, and the Depositor hereby grants to the Trustee, a security interest in all of its respective right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Depositor and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Depositor, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to transfer the entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within thirty (30) days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee, in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within thirty (30) days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within thirty (30) days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five (5) Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March 1[_________] [___], 2004[____]); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiv) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of CertificateholdersCertificateholders and the Certificate Insurer, without recourse, all of the Depositor’s right, 's right title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of [________________________________________] without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "[-------------------------------------------]"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Depositor and the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee, as designee of the Depositor, and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transactions set forth herein be a sale by the Seller to the Depositor of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above and the sale by the Depositor to the Trust of all the Depositor's right, title and interest in and to the Mortgage Loans and other property described above. In the event either transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Depositor, and the Depositor hereby grants to the Trustee, a security interest in all of its respective right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Depositor and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Depositor, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within thirty (30) days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee, in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within thirty (30) days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within thirty (30) days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller, shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five (5) Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) In consideration of the Trustee's delivery to or upon the order of the Transferor of the Investor Certificates and the Transferor Certificate in an aggregate principal amount equal to the sum of (i) the Cut-Off Date Trust Balances of the Initial Mortgage Loans and (ii) the Original Pre-Funded Amount, the Transferor does hereby transfer, assign, set over and otherwise convey to U.S. Bank National Association, as Custodial Agent (the "Custodial Agent") for the Trustee, in trust for the benefit of the Certificateholders and the Certificate Insurer, without recourse (subject to Sections 2.2 and 2.4), all of the Transferor's right, title and interest in and to (i) each Initial Mortgage Loan, including its Cut-Off Date Trust Balance and any Additional Balances related thereto and all payments of interest and principal thereon, from whatever source derived, which are received on or after the Cut-Off Date for the Initial Mortgage Loans and are allocable to the Trust Balance thereof, and (ii) to the extent of the Trust Balances of the Initial Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Initial Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Initial Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Initial Mortgage Loans; and the proceeds of each of the foregoing. In addition, in consideration of the foregoing, the Transferor has obtained the Certificate Insurance Policy, which has been delivered to the Trustee for the benefit of the Investor Certificateholders. The SellerTransferor and the Trustee acknowledge that the Reacquired 1991 Common Mortgage Loan Owner and one or more of the Prior Trusts have rights, interests, power and authority with respect to the Common Mortgage Loans and the related Loan Agreements, Mortgages and other Mortgage File documents, in the case of the Prior Trusts to the extent provided in the Prior Trust Pooling and Servicing Agreements. The Servicer acknowledges that, pursuant to either (i) notices sent to the Mortgagors at the time of the creation of the Prior Trusts or (ii) the terms of the Loan Agreements, amounts (other than Insurance Proceeds and Liquidation Proceeds) received from or on behalf of the Mortgagor of a Common Mortgage Loan which, at the time of receipt, are treated as principal collections pursuant to the related Loan Agreement, will be applied in reduction of the principal balance of such Common Mortgage Loan sold to one or more of the Prior Trusts (including any such principal balances subsequently conveyed to the Trust and any such principal balances owned by the Reacquired 1991 Common Mortgage Loan Owner) before such collections may be applied as Principal Collections under this Agreement. The Transferor hereby grants to the Custodial Agent for the benefit of the Trustee for the benefit of the Certificateholders, a security interest in all of the Transferor's right, title and interest in and to the (i) Initial Mortgage Loans identified on the Mortgage Loan Schedule on the Cut-Off Date, (ii) Subsequent Mortgage Loans and Eligible Substitute Mortgage Loans added to the Mortgage Loan Schedule from time to time, and (iii) all property which is included in the Trust Fund as collateral security to secure a loan in the amount equal to all obligations owing on the Certificates. This Agreement shall constitute a security agreement under applicable law. In connection with such assignment, transfer, and conveyance, the Transferor shall file, on or prior to the Closing Date, in the appropriate office of any applicable state, county or other relevant jurisdiction, a UCC-1 financing statement executed by the Transferor as debtor, naming the Custodial Agent as secured party and identifying as collateral the Mortgage Loans identified on the Mortgage Loan Schedule (including Mortgage Loans added to such Mortgage Loan Schedule from time to time) and all property constituting the Trust Fund. In connection with such filing, the Transferor shall cause to be filed all necessary continuation statements thereof and take or cause to be taken such actions and execute such documents as are necessary to continue the perfection and protect the Certificateholders' interest in such property. (b) In connection with the foregoing assignment, transfer and conveyance by the Transferor, and except as provided in the immediately following paragraph, the Transferor shall deliver to, and deposit with, the Custodial Agent, on or prior to the Closing Date, with respect to the Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, the following documents or instruments with respect to each Mortgage Loan: (i) the related Loan Agreement and any evidence of indebtedness executed by the related Mortgagor in connection therewith; (ii) the related Mortgage with evidence of recording indicated thereon; and (iii) if the assignments referred to in Section 2.1(d) are not required to be recorded as provided in Section 2.1(d), an assignment to the Custodial Agent of such Mortgage in recordable form. Notwithstanding the immediately preceding sentence, the Transferor shall not be required to deliver to, and deposit with, the Custodial Agent on or prior to the Closing Date, with respect to the Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, as the case may be, any of the documents or instruments identified in clauses (i) and (ii) above which the Transferor previously has delivered and deposited pursuant to a Prior Trust Pooling and Servicing Agreement or the Xxxxx Xxxxxx Pooling and Servicing Agreement and which have not subsequently been released to the Transferor; provided, however, that the Transferor shall furnish the Custodial Agent and the -------- ------- Trustee with an Officer's Certificate on or prior to the Closing Date, with respect to the Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, identifying the Mortgage Loans with respect to which such documents or instruments previously were delivered and deposited and have not been so released. The documents or instruments identified in such Officer's Certificate shall be considered to be part of the Mortgage Files for all purposes of this Agreement. If the Transferor cannot deliver a Mortgage with evidence of recording thereon concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, with respect to the DepositorInitial Mortgage Loans and on or prior to the applicable Transfer Date, without recoursewith respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, (subject the Transferor shall deliver to Sections 2.02 and 2.04) the Custodial Agent an Officer's Certificate, with a photocopy of such Mortgage attached thereto, stating that such Mortgage has been delivered to the appropriate public recording office for recordation. Promptly upon receipt thereof from the applicable public recording office, the Transferor shall deliver to the Custodial Agent either (i) all such Mortgage with evidence of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on recording indicated thereon or before March 1, 2004); (ii) property which secured a true copy of such Mortgage Loan and which has been acquired issued by foreclosure or deed in lieu of foreclosure; such public recording office. (iiic) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does The Transferor hereby sell, transfer, assign, set over and otherwise convey confirms to the Trustee on behalf of Certificateholders, without recourse, all of and the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, Custodial Agent that on or prior to the Closing Date, with respect to the Depositor Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, it has caused or will cause, as the case may be, the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked to indicate that such Mortgage Loans (to the extent provided herein) have been transferred and assigned to the Custodial Agent for the benefit of the Trustee and constitute part of the Trust Fund in accordance with the terms of the trust created hereunder. (d) The Transferor, at its own expense, shall either (i) submit for recordation an assignment of each Mortgage (to the extent of the Custodial Agent's interest therein) in favor of the Custodial Agent (which may be a blanket assignment if permitted by applicable law) in the appropriate real property or other records not later than ninety (90) days after the Closing Date, with respect to the Initial Mortgage Loans and not later than ninety (90) days after the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan or (ii) deliver to the Custodial Agent an assignment of each Mortgage (to the extent of the Custodial Agent's interest therein) in favor of the Custodial Agent in recordable form, together with an opinion of Counsel to the effect that recording is not required to perfect a first priority security interest in favor of the Custodial Agent for the benefit of the Trustee in the related Mortgage Loan. (e) On or prior to the Closing Date, the Transferor shall deliver the Certificate Insurance Policy to the Trustee. (f) The Custodial Agent hereby agrees not to transfer possession of the loan agreement, mortgage or other mortgage file documents with respect to any "Mortgage Loan" (as defined in this Agreement and each Prior Trust Pooling and Servicing Agreement) which has outstanding balances under the Agreement or any Prior Trust Pooling and Servicing Agreement to the Transferor. Nothing in this Section 2.1(f) shall be deemed to affect the right or obligation of the Prior Trust Trustee, the Trustee or the Custodial Agent to release or to cause the Trustee, on behalf release of the TrustMortgage File of any "Mortgage Loan" (as defined in this Agreement and each Prior Trust Pooling and Servicing Agreement) to the servicer of any Prior Trust or the Servicer to the extent permitted or required by the applicable Prior Trust Pooling and Servicing Agreements or hereunder. Notwithstanding anything to the contrary contained herein, the parties hereto agree that Norwest Bank Minnesota, National Association shall act as Document Custodian of the documents referred to enter into in Section 2.1(b) pursuant to the Interest Rate Cap Agreements with terms and conditions of the Cap ProviderCustodial Agreement as the agent of the Custodial Agent. Any and all documents required to be delivered to the Custodial Agent hereunder shall be delivered to the Document Custodian.

Conveyance of Initial Mortgage Loans. (a) In consideration of the Trustee's delivery to or upon the order of the Transferor of the Investor Certificates and the Transferor Certificate in an aggregate principal amount equal to the sum of (i) the Cut-Off Date Trust Balances of the Initial Mortgage Loans and (ii) the Original Pre-Funded Amount, the Transferor does hereby transfer, assign, set over and otherwise convey to The SellerChase Manhattan Bank, as Custodial Agent (the "Custodial Agent") for the Trustee, in trust for the benefit of the Certificateholders and the Certificate Insurer, without recourse (subject to Sections 2.2 and 2.4), all of the Transferor's right, title and interest in and to (i) each Initial Mortgage Loan, including its Cut-Off Date Trust Balance and any Additional Balances related thereto and all payments of interest and principal thereon, from whatever source derived, which are received on or after the Cut-Off Date for the Initial Mortgage Loans and are allocable to the Trust Balance thereof, and (ii) to the extent of the Trust Balances of the Initial Mortgage Loans and interest accrued thereon, as provided in this Agreement, (A) any Mortgaged Properties related to the Initial Mortgage Loans converted to ownership through Foreclosure Proceedings or otherwise, (B) any insurance policies related to the Initial Mortgage Loans, and (C) the related Mortgages, Loan Agreements and other Mortgage File documents for the Initial Mortgage Loans; and the proceeds of each of the foregoing. In addition, in consideration of the foregoing, the Transferor has obtained the Certificate Insurance Policy, which has been delivered to the Trustee for the benefit of the Investor Certificateholders. The Transferor and the Trustee acknowledge that one or more of the Prior Trusts have rights, interests, power and authority with respect to the Common Mortgage Loans and the related Loan Agreements, Mortgages and other Mortgage File documents to the extent provided in the Prior Trust Pooling and Servicing Agreements. The Servicer acknowledges that, pursuant to either (i) notices sent to the Mortgagors at the time of the creation of the Prior Trusts or (ii) the terms of the Loan Agreements, amounts (other than Insurance Proceeds and Liquidation Proceeds) received from or on behalf of the Mortgagor of a Common Mortgage Loan which, at the time of receipt, are treated as principal collections pursuant to the related Loan Agreement, will be applied in reduction of the principal balance of such Common Mortgage Loan sold to one or more of the Prior Trusts (including any such principal balances subsequently conveyed to the Trust) before such collections may be applied as Principal Collections under this Agreement. The Transferor hereby grants to the Custodial Agent for the benefit of the Trustee for the benefit of the Certificateholders, a security interest in all of the Transferor's right, title and interest in and to the (i) Initial Mortgage Loans identified on the Mortgage Loan Schedule on the Cut-Off Date, (ii) Subsequent Mortgage Loans and Eligible Substitute Mortgage Loans added to the Mortgage Loan Schedule from time to time, and (iii) all property which is included in the Trust Fund as collateral security to secure a loan in the amount equal to all obligations owing on the Certificates. This Agreement shall constitute a security agreement under applicable law. In connection with such assignment, transfer, and conveyance, the Transferor shall file, on or prior to the Closing Date, in the appropriate office of any applicable state, county or other relevant jurisdiction, a UCC-1 financing statement executed by the Transferor as debtor, naming the Custodial Agent as secured party and identifying as collateral the mortgage loans identified on the Mortgage Loan Schedule (including Mortgage Loans added to such Mortgage Loan Schedule from time to time) and all property constituting the Trust Fund. In connection with such filing, the Transferor shall cause to be filed all necessary continuation statements thereof and take or cause to be taken such actions and execute such documents as are necessary to continue the perfection and protect the Certificateholders' interest in such property. (b) In connection with the foregoing assignment, transfer and conveyance by the Transferor, and except as provided in the immediately following paragraph, the Transferor shall deliver to, and deposit with, the Custodial Agent, on or prior to the Closing Date, with respect to the Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, the following documents or instruments with respect to each Mortgage Loan: (i) the related Loan Agreement and any evidence of indebtedness executed by the related Mortgagor in connection therewith; (ii) the related Mortgage with evidence of recording indicated thereon; and (iii) if the assignments referred to in Section 2.1(d) are not required to be recorded as provided in Section 2.1(d), an assignment to the Custodial Agent of such Mortgage in recordable form. Notwithstanding the immediately preceding sentence, the Transferor shall not be required to deliver to, and deposit with, the Custodial Agent on or prior to the Closing Date, with respect to the Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, as the case may be, any of the documents or instruments identified in clauses (i) and (ii) above which the Transferor previously has delivered and deposited pursuant to a Prior Trust Pooling and Servicing Agreement and which have not subsequently been released to the Transferor; provided, however, that the Transferor shall furnish the Custodial -------- ------- Agent and the Trustee with an Officer's Certificate on or prior to the Closing Date, with respect to the Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, identifying the Mortgage Loans with respect to which such documents or instruments previously were delivered and deposited and have not been so released. The documents or instruments identified in such Officer's Certificate shall be considered to be part of the Mortgage Files for all purposes of this Agreement. If the Transferor cannot deliver a Mortgage with evidence of recording thereon concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, with respect to the DepositorInitial Mortgage Loans and on or prior to the applicable Transfer Date, without recoursewith respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, (subject the Transferor shall deliver to Sections 2.02 and 2.04) the Custodial Agent an Officer's Certificate, with a photocopy of such Mortgage attached thereto, stating that such Mortgage has been delivered to the appropriate public recording office for recordation. Promptly upon receipt thereof from the applicable public recording office, the Transferor shall deliver to the Custodial Agent either (i) all such Mortgage with evidence of its right, title and interest in and to each Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on recording indicated thereon or before March 1, 2004); (ii) property which secured a true copy of such Mortgage Loan and which has been acquired issued by foreclosure or deed in lieu of foreclosure; such public recording office. (iiic) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does The Transferor hereby sell, transfer, assign, set over and otherwise convey confirms to the Trustee on behalf of Certificateholders, without recourse, all of and the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, Custodial Agent that on or prior to the Closing Date, with respect to the Depositor Initial Mortgage Loans and on or prior to the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, it has caused or will cause, as the case may be, the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked to indicate that such Mortgage Loans (to the extent provided herein) have been transferred and assigned to the Custodial Agent for the benefit of the Trustee and constitute part of the Trust Fund in accordance with the terms of the trust created hereunder. (d) The Transferor, at its own expense, shall either submit for recordation an assignment of each Mortgage (to the extent of the Custodial Agent's interest therein) in favor of the Custodial Agent (which may be a blanket assignment if permitted by applicable law) in the appropriate real property or other records not later than ninety (90) days after the Closing Date, with respect to the Initial Mortgage Loans and not later than ninety (90) days after the applicable Transfer Date, with respect to the Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan or (ii) deliver to the Custodial Agent an assignment of each Mortgage (to the extent of the Custodial Agent's interest therein) in favor of the Custodial Agent in recordable form, together with an opinion of Counsel to the effect that recording is not required to perfect a first priority security interest in favor of the Custodial Agent for the benefit of the Trustee in the related Mortgage Loan. (e) On or prior to the Closing Date, the Transferor shall deliver the Certificate Insurance Policy to the Trustee. (f) The Chase Manhattan Bank, formerly known as Chemical Bank, as the Prior Trust Trustee for each of the Prior Trusts, hereby acknowledges that the Transferor has previously reserved and retained certain rights, interests, power and authority (the "Retained Rights") with respect to the Common Mortgage Loan Interests to the extent of the Transferor's interest in the Common Mortgage Loan Interests not sold to a Prior Trust, all as set forth more fully in the Prior Trust Pooling and Servicing Agreements. Without limiting the generality of the foregoing, the Retained Rights include the right of the Transferor to certain balances arising under the Common Mortgage Loans, together with payments of principal and interest, from whatever source derived, allocable to such balances, as provided in the Prior Trust Pooling and Servicing Agreements. The Transferor hereby notifies the Prior Trust Trustees that it has transferred and assigned to the Custodial Agent for the Trustee the Retained Rights with respect to the Mortgage Loans which are Common Mortgage Loans pursuant to this Agreement (the "Transfer of Retained Rights"). The Chase Manhattan Bank, formerly known as Chemical Bank, as the Prior Trust Trustee for each of the Prior Trusts, hereby acknowledges receipt of (i) a copy of this Agreement, (ii) notice of the Transfer of Retained Rights as set forth in this Section 2.1, (iii) notice of the transfer and assignment to the Custodial Agent of the Common Mortgage Loan Interests and related rights (including, without limitation, payments on the Common Mortgage Loans) as evidenced by this Section 2.1, and to the extent provided in this Agreement, and (iv) notice of the Custodial Agent's first priority perfected security interest in the Common Mortgage Loan Interests and related rights (including, without limitation, payments on the Common Mortgage Loans) as evidenced by, and to the extent provided in, this Agreement. The Trustee hereby appoints the Custodial Agent as its agent to hold any mortgage loans, files or other property delivered in accordance with this Agreement and to act as assignee of the Mortgages and the Custodial Agent hereby accepts such appointment. Pursuant to Section 9.2 of each Prior Trust Pooling and Servicing Agreement, The Chase Manhattan Bank, formerly known as Chemical Bank, as Prior Trust Trustee for each of the Prior Trusts hereby appoints the Custodial Agent as its agent to hold any mortgage loans, files or other property delivered to any Prior Trust Trustee pursuant to a Prior Trust Pooling and Servicing Agreement and the Custodial Agent hereby accepts such appointment. Each of the Trustee and each Prior Trust Trustee hereby agree that with respect to any mortgage loans files or other property relating to a "Common Mortgage Loan" (as defined in this Agreement and each Prior Trust Pooling and Servicing Agreement) held by the Custodial Agent, the Custodial Agent shall hold such mortgage loans, files or other property relating to such a "Common Mortgage Loan" on behalf of, and as agent for the Trustee and each applicable Prior Trust Trustee, as applicable. Each of the Prior Trust Trustees hereby acknowledge and confirm that its right, title and interest in any mortgage loan and any property related to such mortgage loan conveyed to it pursuant to Section 2.1(a) of the applicable Prior Trust Pooling and Servicing Agreement, is limited to the "Trust Balance" (as defined in the applicable Prior Trust Pooling and Servicing Agreement), if any, of any such mortgage loan plus accrued interest, if any, thereon. The Custodial Agent hereby agrees not to transfer possession of the loan agreement, mortgage or other mortgage file documents with respect to any "Mortgage Loan" (as defined in this Agreement and each Prior Trust Pooling and Servicing Agreement) which has outstanding balances under the Agreement or any Prior Trust Pooling and Servicing Agreement to the Transferor. Nothing in this Section 2.1(f) shall be deemed to affect the right or obligation of the Prior Trust Trustee, the Trustee or the Custodial Agent to release or to cause the Trustee, on behalf release of the TrustMortgage File of any "Mortgage Loan" (as defined in this Agreement and each Prior Trust Pooling and Servicing Agreement) to the servicer of any Prior Trust or the Servicer to the extent permitted or required by the applicable Prior Trust Pooling and Servicing Agreements or hereunder. Notwithstanding anything to the contrary contained herein, the parties hereto agree that Norwest Bank Minnesota, National Association shall act as Document Custodian of the documents referred to enter into in Section 2.1(b) pursuant to the Interest Rate Cap Agreements with terms and conditions of the Cap ProviderCustodial Agreement as the agent of the Custodial Agent. Any and all documents required to be delivered to the Custodial Agent hereunder shall be delivered to the Document Custodian.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March November 1, 20041999); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (v) the Initial Interest Deposit; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this AgreementClass P Deposit; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policies to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format and the Seller, in connection with the Subsequent Transfer, shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the Related Documents and the related Mortgage Loan Schedule in computer readable format with respect to each Subsequent Mortgage Loan: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Bank One, National Association, as Trustee for Delta Funding Home Equity Loan Trust 1999-3 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Bank One, National Association, as Trustee for Delta Funding Home Equity Loan Trust 1999-3"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a -36- Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Servicer and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee, the Securities Administrator and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March 1, 20042000); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (v) the Initial Interest Deposit; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this AgreementClass P Deposit which the Trustee shall deposit in the Distribution Account; and (vii) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format and the Seller, in connection with the Subsequent Transfer, shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the Related Documents and the related Mortgage Loan Schedule in computer readable format with respect to each Subsequent Mortgage Loan: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-1 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Norwest Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 2000-1"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Servicer and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March September 1, 20042001); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiv) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Xxxxx Fargo Bank Minnesota, National Association, as Trustee for DFC HEL Trust 2001-2 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Xxxxx Fargo Bank Minnesota, National Association, as Trustee for DFC HEL Trust 2001-2"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to enter into transfer the Interest Rate Cap Agreements entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) shall result in the obligation of the Seller to purchase or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.02. (d) Neither the Trustee nor the Custodian on behalf of the Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. (e) Notwithstanding the delivery of the Opinion of Counsel referred to in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for recording within five Business Days after the earlier to occur of (i) a transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an Event of Default.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March 1, 20041999); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (viv) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this AgreementInitial Interest Deposit and the Excess Funding Amount; and (viivi) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of the Depositor’s right, title and interest in and to each asset conveyed to the Depositor by the Seller, including all of the rights of the Depositor to require the Seller to comply with its obligations under this Agreement. In addition, on or prior to the Closing Date, the Depositor Seller shall cause the Certificate Insurer to deliver the Certificate Insurance Policies to the Trustee. In connection with such transfer, assignment and conveyance the Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format and the Seller, in connection with the Subsequent Transfer, shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the TrustTrustee, on or before the Closing Date, the Related Documents and the related Mortgage Loan Schedule in computer readable format with respect to each Subsequent Mortgage Loan: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of Norwest Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 1999-1 without recourse" and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "Norwest Bank Minnesota, National Association, as Trustee for Delta Funding Home Equity Loan Trust 1999-1"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Cooperative Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to enter into indicate that such Mortgage Loans have been transferred to the Interest Rate Cap Agreements Trustee and constitute part of the Trust in accordance with the Cap Providerterms of the trust created hereunder.

Conveyance of Initial Mortgage Loans. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i) all of its right, title and interest in and to each Initial Mortgage Loan, including the Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March June 1, 20041999); (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Initial Interest Coverage Account, together with all investment earnings on such amounts; (v) the Initial Interest Deposit; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this AgreementClass P Deposit; and (vii) all proceeds of any of the foregoing. Immediately upon In connection with such transfer, assignment and conveyance the conveyance referred Seller shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the following documents or instruments with respect to each Initial Mortgage Loan (the "Related Documents") and the related Mortgage Loan Schedule in computer readable format and the Seller, in connection with the Subsequent Transfer, shall deliver to, and deposit with, the Trustee or the Custodian on behalf of the Trustee, on or before the Closing Date, the Related Documents and the related Mortgage Loan Schedule in computer readable format with respect to each Subsequent Mortgage Loan: (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person "Pay to the order of The First National Bank of Chicago, as Trustee for Delta Funding Home Equity Loan Trust 1999-2 without recourse" and signed, by facsimile or manual signature, in the preceding paragraphname of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller by facsimile or manual signature or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, in each case, if the original has been transmitted for recording until such time as the original is returned by the public recording office or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller in blank, or to "The First National Bank of Chicago, as Trustee for Delta Funding Home Equity Loan Trust 1999-2"; (iv) The original lender's policy of title insurance or a true copy thereof or, if such original lender's title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete or, if such lender's title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, or a copy thereof certified by a Responsible Officer of the Seller by facsimile or manual signature, or by the closing attorney or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy, as a true copy of the original of such intervening assignments if the original has been transmitted for recording until such time as the original is returned by the public recording office or a copy of the original recorded intervening assignments certified by the public recording office; (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any; and (vii) In the case of a Cooperative Loan, the Depositor does hereby selloriginals of the following documents or instruments: (a) The Cooperative Shares, transfertogether with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed assignment of Recognition Agreement; (f) The executed UCC-1 financing statements with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Cooperative Shares and the Proprietary Lease; and (g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, assign, set over evidencing a complete and otherwise convey unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In instances where the original recorded Mortgage is not delivered as provided above, and in instances where intervening assignments called for by clause (v) above are unavailable, the Seller will deliver or cause to be delivered the original recorded Mortgage and intervening assignments to the Trustee or the Custodian on behalf of Certificateholders, without recourse, all the Trustee promptly upon receipt thereof but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Depositor’s Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trustee and constitute part of the Trust in accordance with the terms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Trust of all the Seller's right, title and interest in and to each asset conveyed the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Depositor by Trust a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. The Seller, the Servicer and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. Except as may otherwise expressly be provided herein, neither the Seller, including all the Servicer nor the Trustee shall (and the Servicer shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any interest in the Trust or any portion thereof, or permit the Trust or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance of, any other Person. In the event that the parties hereto have failed to transfer the entire legal ownership in and to each Mortgage Loan to the Trust, the parties hereto intend that this document operate to transfer the entire equitable ownership interest in and to each Mortgage Loan to the Trust. (c) Within 30 days of the rights Closing Date, the Seller, at its own expense, shall prepare and send for recording the Assignments of Mortgage in favor of the Depositor Trustee in the appropriate real property or other records; provided, however, that the Seller shall not be required to require record Assignments of Mortgage if the related Mortgaged Property is located in a jurisdiction in which the recording thereof is not necessary to protect the interests of the Trustee or Certificateholders in the related Mortgage as evidenced by an Opinion of Counsel, in form and substance satisfactory to the Rating Agencies, delivered to the Trustee, the Securities Administrator and the Rating Agencies. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 30 days following the Closing Date, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the Closing Date. The Trustee or the Custodian on behalf of the Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with its obligations under this Agreement. In addition, on Section 2.01(c) shall result in the obligation of the Seller to purchase or prior substitute for the related Mortgage Loans pursuant to the Closing Date, provisions of Section 2.02. (d) Neither the Depositor shall cause Trustee nor the Trustee, Custodian on behalf of the TrustTrustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to enter into determine if the Interest Rate Cap Agreements Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the Cap Providerrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine.

Conveyance of Initial Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey, convey to the Depositor, Trust without recourse, recourse (subject to Sections 2.02 and 2.04) (i2.04)(i) all of its right, title and interest in and to each Initial Mortgage Loan, including the related Cut-Off Date Principal Balance Balance, all interest accruing thereon after the related Due Date in April and all collections in respect of interest and principal received after the related Cut-Off Date (other than payments in respect of accrued interest and principal due on or before March 1, 2004the Initial Mortgage Loans through the related Due Date in April); (ii) property which secured such Initial Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such amounts as may be deposited into and held by the Trustee in the Pre-Funding Account and the First Payment Loan Interest Coverage Account, together with all investment earnings on such amounts; (vi) any derivative contract or comparable instrument contributed or deposited by the Seller pursuant to Section 2.14 of this Agreement; and (viiv) all proceeds of any of the foregoing. Immediately upon the conveyance referred to in the preceding paragraph, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of Certificateholders, without recourse, all of ; (vi) the Depositor’s right, title and interest in and to each asset conveyed to rights under the Purchase Agreement (other than any rights of the Depositor by the Sellerto indemnification under Section 6.1(a), including all (c), (d) and (e)(ii) of the Purchase Agreement), together with all rights of the Depositor to require the Seller to comply cure any breach thereof or to repurchase or substitute for any affected Mortgage Loan in accordance with its obligations the Purchase Agreement; and (vii) certain payments under this Agreementthe Corridor Contract. In addition, on or prior to the Closing Date, the Depositor shall cause the Certificate Insurer to deliver the Certificate Insurance Policy to the Trustee. In connection with such transfer, assignment and conveyance by the Depositor, the Depositor shall deliver to, and deposit with the Trustee, with respect to each Initial Mortgage Loans on or before the Closing Date (and with respect to each Subsequent Mortgage Loan, the Seller shall deliver to, and deposit with the Trustee, on behalf or before each Subsequent Transfer Date), the following documents or instruments with respect to each such Mortgage Loan (the “Related Documents”): (i) The original Mortgage Note, with all prior and intervening endorsements showing a complete chain of endorsements from the originator of the TrustMortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee, endorsed by such Person “Pay to the order of Deutsche Bank National Trust Company, as Trustee for Home Loan Mortgage Loan Trust 2005-1 without recourse” and signed, by facsimile or manual signature, in the name of the Seller by a Responsible Officer; (ii) Any of: (1) the original Mortgage, and related power of attorney, if any, with evidence of recording thereon, (2) a copy of the Mortgage and related power of attorney, if any, certified as a true copy of the original Mortgage or power of attorney by a Responsible Officer of the Seller or by the closing attorney by facsimile or manual signature, or by an officer of the title insurer or agent of the title insurer that issued the related title insurance policy if the original has been transmitted for recording until such time as the original is returned by the public recording office, or (3) a copy of the original recorded Mortgage and related power of attorney, if any, certified by the public recording office; (iii) The original Assignment of Mortgage in recordable form, from the Seller to “Deutsche Bank National Trust Company, as Trustee for Ocean Mortgage Loan Trust 2005-1” (iv) The original lender’s policy of title insurance or a true copy thereof, or if such original lender’s title insurance policy has been lost, a copy thereof certified by the appropriate title insurer to be true and complete, or if such lender’s title insurance policy has not been issued as of the Closing Date, a marked up commitment (binder) to issue such policy; (v) All intervening assignments, if any, showing a complete chain of assignments from the originator to the Seller, including any recorded warehousing assignments, with evidence of recording thereon, certified by a Responsible Officer of the Seller by facsimile or manual signature as a true copy of the original of such intervening assignments; and (vi) Originals of all assumption, written assurance, substitution and modification agreements, if any. In instances where the original recorded Mortgage cannot be delivered by the Depositor to the Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the Depositor, may in lieu of delivering such original recorded Mortgage, deliver to the Trustee a copy thereof; provided, that the Seller certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor. In all such instances, the Depositor shall deliver or cause to be delivered the original recorded Mortgage to the Trustee promptly upon receipt of the original recorded Mortgage but in no event later than one year after the Closing Date. The Seller hereby confirms to the Trustee that it has caused the portions of the Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to enter into indicate that such Initial Mortgage Loans have been transferred to the Interest Rate Cap Agreements Trustee and constitute part of the Trust in accordance with the Cap Providerterms of the trust created hereunder. (b) The parties hereto intend that the transaction set forth herein be a sale by the Depositor to the Trust of all the Depositor’s right, title and interest in and to the Initial Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Depositor hereby grants to the Trust a security interest in all of the Depositor’s right, title and interest in, to and under the Initial Mortgage Loans and other property described above; and this Agreement shall constitute a security agreement under applicable law. (c) Within 60 days of the Closing Date or Subsequent Transfer Date, as applicable, the Seller, at its own expense, shall either (i) prepare and send for recording the Assignments of Mortgage in favor of the Trustee in the appropriate real property or other records, or (ii) deliver to the Trustee the Assignments of Mortgage in favor of the Trustee in form for recordation. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 60 days following the Closing Date or Subsequent Transfer Date, as applicable, such Assignment of Mortgage shall be submitted for recording by the Seller within 30 days after receipt of such information, but in no event later than one year after the date such Assignment of Mortgage is otherwise required to be recorded pursuant to this Section 2.01(c). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section 2.01(c) , or the discovery of any defect in any documents delivered pursuant to this Section 2.01(c) which has a material adverse effect on the value of the Mortgage Loan , shall result in the obligation of the Seller to repurchase or substitute an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of Section 2.02. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on the Certificates, without regard to the Certificate Insurance Policy; provided, further, however, each Assignment of Mortgage shall be submitted for recording by the Servicer (in its capacity as Seller) in the manner described above, at no expense to the Trust or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or by the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Termination Loss Event, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) if the Seller is not the Servicer and (vi) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense shall be paid by the Trustee and shall be reimbursable pursuant to Section 9.05 of this Agreement. (d) The Trustee agrees, for the benefit of Certificateholders, within 90 days after execution and delivery of this Agreement, to review the Mortgage Files to ascertain that all required documents set forth in paragraphs (i) - (v) of Section 2.01(a) have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule and that the Mortgage Notes have been endorsed as set forth in Section 2.01(a), and in so doing the Trustee may rely on the purported due execution and genuineness of any signature thereon. If within such 90-day period the Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee shall promptly upon the conclusion of its review notify the Seller, the Depositor and the Certificate Insurer, and the Seller shall have a period of 90 days after such notice within which to correct or cure any such defect. (e) The Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in subsection (d) of Section 2.01. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine.