Common use of Conveyance of Mortgage Loans Original Issuance of Certificates Clause in Contracts

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the same. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Section 2.01 Conveyance of Mortgage Loans. . (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfersells, assigntransfers, set assigns, sets over and otherwise convey conveys to the Trustee without recourse on behalf of the Trust for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Depositor in and to the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on such the Mortgage Loans on or before the Cut-off Off Date), all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and all proceeds of the foregoing. The foregoing sale, transfer, assignment and set over does not and is not intended to result in a creation of an assumption by the Trustee of any obligation of the Depositor herewith delivers or any other Person in connection with the Mortgage Loans or any agreement or instrument relating thereto, except as specifically set forth herein. In connection with the conveyance by the Depositor of the Mortgage Loans, the Depositor further agrees, at its own expense, on or prior to the Closing Date, to indicate on its books and records that the Mortgage Loans have been sold to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders Trust pursuant to this Agreement, and to deliver to the Certificate InsurerTrustee the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be marked as Exhibit X-0, acknowledges receipt Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4 to this Agreement and is hereby incorporated into and made a part of the same. this Agreement. (b) In connection with such transfer and assignment, the Depositor does hereby deliver tohas delivered or caused to be delivered to the Custodian, and deposit withon behalf of the Trustee, for the Trustee benefit of the Certificateholders, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"):assigned: (i) the original Mortgage Note, endorsed by manual or facsimile signature either (A) in blank, without recourse, blank or (B) in the following form: "Pay to the order of Deutsche HSBC Bank USA, National Trust CompanyAssociation, as Trustee under the applicable agreementTrustee, without recourse," with all prior and necessary intervening endorsements showing a complete chain of endorsement from the originator to the Person Trustee (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing in and to the Trustee, or with respect to any lost that Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date); (ii) except as provided below, the original recorded Mortgage with evidence of a recording thereon, or if any such Mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded Mortgage, a copy of such Mortgage certified by the Depositor as being a true and correct copy of the Mortgage, if such copy is available; (iii) subject to the provisos at the end of this paragraph, a duly executed Assignment of Mortgage from the mortgagee or assignee of record either (A) in blank or (B) to "HSBC Bank USA, National Association, as trustee for the holders of the Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A Certificates" (which may be included in a blanket assignment or assignments), together with, except as provided below, originals of all interim recorded assignments of such mortgage or copies of such interim assignments certified by the Depositor as being true and complete copies of the original recorded intervening assignments of mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of the related Mortgage to the assignee thereof); provided that, if the related Mortgage has not been returned from the applicable public recording office, such Assignment of Mortgage may exclude the information to be provided by the recording office; and provided, further, if the related Mortgage has been recorded in the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no Assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Servicer servicing such Mortgage shall take all actions as are necessary to cause the Trust or the Trustee to be shown as the owner of the related Mortgage Loan on the records of MERS for purposes of the system of recording transfers of mortgages maintained by MERS; (iv) the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignmentsany; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; andduplicate original mortgagee title insurance policy and all riders thereto; (vi) the original lendersof any guarantee executed in connection with the Mortgage Note; (vii) for each Mortgage Loan, if any, which is secured by a residential long-term lease, a copy of the lease with evidence of recording indicated thereon, or, if the lease is in the process of being recorded, a photocopy of the lease, certified by an officer of the respective prior owner of such Mortgage Loan or by the applicable title insurance company, closing/settlement/escrow agent or company or closing attorney to be a true and correct copy of the lease transmitted for recordation; (viii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and (ix) for each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (A) The stock certificate; (B) The stock power executed in blank; (C) The executed proprietary lease; (D) The executed recognition agreement; (E) The executed assignment of recognition agreement, if any; (F) The executed UCC-1 financing statement with evidence of recording thereon; and (G) Executed UCC-3 financing statements or other appropriate UCC financing statements, evidencing a complete and unbroken line of assignments from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). provided, however, that if the Depositor is unable to deliver or cause the delivery of any original Mortgage Note due to the loss of such original Mortgage Note, the Depositor may deliver a Lost Note Affidavit together with a copy of such Mortgage Note, if a copy is available, and shall thereby be deemed to have satisfied the document delivery requirements of this Section 2.01(b). If in connection with any Mortgage Loans, the Depositor cannot deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all assumption, modification, consolidation or extension agreements, if any, or (D) the lender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, (together with all endorsements riders thereto) satisfying the requirements of clause (ii), (iii), (iv) or riders which were issued (v) above, respectively, concurrently with the execution and delivery hereof because such document or subsequent to documents have not been returned from the issuance of such policy, or applicable public recording office in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report case of title issued by the title insurance or escrow company. If any of the documents referred to in Sections 2.01(iiclause (ii), (iii) or (iv) above has as of above, or because the Closing Date been submitted for recording but either (x) title policy has not been returned from delivered to either the applicable public recording office Servicer servicing such Mortgage Loan or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator title insurer in the case of clause (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(viv) above, the Depositor shall promptly deliver or cause to be delivered to the TrusteeCustodian, in the case of clause (ii), (iii) or (iv) above, such Mortgage, such interim assignment or such assumption, modification, consolidation or extension agreement, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, but in no event shall any such delivery of any such documents or instruments be made later than one year following the Closing Date, unless, in the case of clause (ii), (iii) or (iv) above, there has been a continuing delay at the applicable recording office or, in the case of clause (v), there has been a continuing delay at the applicable insurer and the Depositor has delivered an Officer's Certificate to such effect to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policyCustodian. The Depositor shall deliver forward or cause to be delivered forwarded to the Trustee, or Custodian (1) from time to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any time additional original documents evidencing an assumption or modification of a Mortgage Loan and (2) any other documents required to be delivered by the Depositor or the related Servicer to the Custodian. In the event that the original Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (is not delivered and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between connection with the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer payment in full of the related Mortgage Loan the public recording information for office requires the presentation of a Mortgage) submit "lost instruments affidavit and indemnity" or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Servicer servicing such Mortgage Loan shall prepare, execute and deliver or cause to be submitted for recordingprepared, at no expense executed and delivered, on behalf of the Trust, such a document to the Trust Fund public recording office. As promptly as practicable subsequent to such transfer and assignment, and in any event, within 30 days thereafter, each Servicer shall (except for any Mortgage which has been recorded in the name of MERS or the Trustee, its designee) (I) cause each Assignment of Mortgage to be in proper form for recording in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) records within 30 days of the Closing Date and (ivII) above and shall execute each original Assignment referred to in section 2.01(iii) above in at the following form: "Deutsche Bank National Trust CompanyDepositor's expense, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as delivered for recording in the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, appropriate public office for administrative convenience and facilitation of servicing and to reduce closing costs, real property records the Assignments of Mortgage shall not be required to be submitted for recording (the Mortgages in favor of the Trustee, except that, with respect to any Assignment of a Mortgage Loan located as to which such Servicer has not received the information required to prepare such assignment in Maryland) unless recordable form, such failure Servicer's obligation to record would result do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within 30 days after the receipt thereof and, no recording of an Assignment of Mortgage will be required in a withdrawal or a downgrading state if recording is not required by any the Rating Agency of Agencies to obtain the rating on any Class of Certificates (in initial ratings for the Certificates. In the case of Mortgage Loans that have been prepaid in full as of the Insured CertificatesClosing Date, without regard the Depositor, in lieu of delivering the above documents to the Policy); provided further, however, each Assignment Custodian will cause the Servicer servicing such Mortgage Loan to deposit in the related Servicer Custodial Account the amount of Mortgage shall be submitted for recording such payment in full. It is agreed and understood by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof Depositor and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to that none of the Mortgage Loans that are not delivered (a) loans subject to the Trustee12 CFR Section 226.31, 12 CFR Section 226.32 or 12 CFR Section 226.34, as amended, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, (b) "high cost home," "covered" (excluding home loans defined as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included "covered home loans" in the Trust New Jersey Home Ownership Security Act of 2002 that is were originated between November 26, 2003 and July 7, 2004), "high risk home" or "predatory" loans under any applicable state, federal or local law (or a "High-Cost Home Loan" as defined by HOEPA similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or any other applicable predatory or abusive lending lawsadditional legal liability for residential mortgage loans having high interest rates, points and/or fees).

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee Trustee, on behalf of the Trust, without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase AgreementAgreement and the [ ] Assignment Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or Depositor, the Master Servicer and the Interim Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement Agreement, and to the PMI Policy Master Servicer and the Trustee, on behalf a copy of the Certificateholders Interim Servicing Agreement and the Certificate Insurer, acknowledges receipt of the same[ ] Assignment Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, with the Trustee related Custodian pursuant to the following related Custodial Agreement the documents or instruments with respect to each Mortgage Loan so transferred as described under Section 2 of the Custodial Agreements (the “Mortgage Loan Documents”). In connection with such delivery and assigned the following documents or instruments (a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, or as further described in the following form: "Pay Custodial Agreements, the Custodians will be required to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior review such Mortgage Loan Documents and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing deliver to the Trustee, or the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreements) with respect to any lost Mortgage Notesuch review with exceptions noted thereon. In addition, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage LoansLoan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% parties hereto acknowledge that the functions of the Pool Balance as of Trustee with respect to the Cut- off Date; (ii) the original Mortgagecustody, with evidence of recording thereonacceptance, inspection and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment release of the Mortgage assigned in blankFiles, without recourse; (iv) the original recorded intervening Assignment or Assignments including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the Mortgage showing a complete chain of assignment from certifications shall be performed by the originator Custodians pursuant to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any terms and conditions of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policyCustodial Agreements. The Depositor shall deliver or cause the related Originator to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the TrusteeTrustee or Custodians, or to such documents including the appropriate Custodian on behalf mortgagee policy of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to title insurance and any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage LoanLoan Documents upon return from the recording office. The Master Servicer (shall not be responsible for any custodian fees or other costs incurred in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer obtaining such documents and the Trustee, following Depositor shall cause the later Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Closing DateDepositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9)) and (ii) the date on which the Seller receives the Assignment from the Custodian Qualified Substitute Mortgage Loans (which, by definition as set forth herein and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and (iv) above warranties, the representation and shall execute each original Assignment referred to in section 2.01(iii) above warranty of the Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the following form: "Deutsche Bank National Trust CompanyNew Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (defined in the case of the Insured CertificatesMassachusetts Predatory Home Loan Practices Act, without regard to the Policy); provided furthereffective November 7, however, each Assignment of Mortgage shall be submitted for recording by the Seller 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the manner described aboveIndiana Home Loan Practices Act, at no expense to the Trust Fund or the Trusteeeffective January 1, upon the earliest to occur of: 2005 (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto Trust understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "“High-Cost Home Loan" ” as defined by HOEPA in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable predatory or abusive lending lawsas defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Section 2.01 Establishment of the Issuing Entity; Conveyance of Mortgage LoansLoans and Other Trust Assets. The parties do hereby create and establish a common law trust, pursuant to the laws of the State of New York and this Agreement, the Issuing Entity, which, for convenience, shall be known as “NovaStar Mortgage Funding Trust, Series 2007-1.” The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each 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 Mortgage Loans; (iv) its interest in the MI Policies; (v) the rights of the Depositor under the Mortgage Loan Purchase Agreement, ; (vi) its interest in the Hedge Agreements; (vii) all other assets included or to be included in REMIC I the Trust Fund; and (including viii) all proceeds of any payments made under of the Cap Contracts)foregoing. Such assignment includes all interest and principal received by due to the Depositor or the Master Servicer on or after the related Cut-off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameLoans. In connection with such transfer and assignment, the Depositor Sponsor, on behalf of the Depositor, does hereby deliver to, and deposit withwith the Custodian, as the Trustee designated agent holding on behalf of the Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (with respect to each Mortgage Loan, a "“Mortgage File"”): (i) the original Mortgage Note, Note endorsed in blank, without recourse, or in the following form: "Pay to the order of “Deutsche Bank National Trust Company, as Trustee under for the applicable agreementNovaStar Home Equity Loan Asset-Backed Certificates, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, Series 2007-1” or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Datein blank; (ii) the original MortgageMortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Sponsor or the public recording office in which such original Mortgage has been recorded, and if the Mortgage Loan is registered on the MERS System, such Mortgage shall include thereon a statement that it is a MOM Loan and shall include the MIN for such Mortgage Loan; (iii) unless the Mortgage Loan is registered on the MERS System, an original assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage endorsed to “Deutsche Bank National Trust Company, as Trustee for the NovaStar Home Equity Loan Asset-Backed Certificates, Series 2007-1”, and otherwise in recordable form; (iv) originals of any intervening assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), with evidence of recording thereon, and or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy, copy of such original intervening assignment certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) Sponsor or the public recording office in which such original unrecorded intervening Assignmentsassignment has been recorded; (v) the original policy of title insurance (or copies a commitment for title insurance, if the policy is being held by the title insurance company pending recordation of the Mortgage); and (vi) a true and correct copy of each assumption, modification, written assurance consolidation or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent relating to the issuance Mortgage Loan. If a material defect in any Mortgage File is discovered which may materially and adversely affect the value of such policythe related Mortgage Loan, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any interests of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above Trustee or the applicable public recording office Certificateholders in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) such Mortgage Loan, including if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such any document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause required to be delivered to the Trustee, or Custodian has not been delivered (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above for 180 days following submission of the assignment if the Sponsor has submitted such assignment for recording pursuant to the appropriate Custodian on behalf terms of the Trustee, promptly after receipt thereoffollowing paragraph), the original lender's title insurance policy. The Depositor Sponsor shall deliver cure such defect or cause to be delivered to repurchase the Trustee, related Mortgage Loan at the Repurchase Price or to substitute an Eligible Substitute Mortgage Loan for the appropriate Custodian on behalf related Mortgage Loan upon the same terms and conditions set forth in Section 3.01 of the Trustee, promptly upon receipt thereof any other original documents constituting a part Purchase Agreement for breaches of representations and warranties. Promptly after the Closing Date in the case of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) after the date of receipt by transfer of any Eligible Substitute Mortgage Loan), the Master Servicer of the Sponsor at its own expense shall complete and submit for recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, records each Assignment of the assignments referred to in Sections 2.01(iiiclause (iii) and (iv) above and above, with such assignment completed in favor of the Trustee, excluding any Mortgage Loan that is registered on the MERS System, if MERS is identified on the Mortgage, or on a properly recorded assignment of Mortgage as the mortgagee of record. While such assignment to be recorded is being recorded, the Custodian shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that retain a photocopy of such assignment. If any such Assignment assignment is lost or returned unrecorded to the Custodian because of a any defect therein, the Master Servicer (in its capacity as Seller) shall promptly Sponsor is required to prepare or cause to be prepared a substitute Assignment assignment or cure or cause to be cured such defect, as the case may be, and thereafter the Sponsor shall cause each such Assignment substitute assignment to be duly recordedrecorded in accordance with this paragraph. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments In instances where an original Mortgage or any original intervening assignment of Mortgage shall not be required to be submitted for recording (except is not, in accordance 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, clause (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) above, delivered by the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating Sponsor to the Mortgagor under the related Mortgage. Notwithstanding the foregoingCustodian, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall prior to or on the Closing Date in the case of a Mortgage Loan, the Sponsor will deliver or cause to be held by or delivered the originals of such documents to the Custodian, on behalf of the SellerTrustee, promptly upon receipt thereof. In connection with the assignment of any Mortgage Loan registered on the MERS System, promptly after the Closing Date in the case of a Mortgage Loan (or after the date of transfer of any Eligible Substitute Mortgage Loan), the Depositor or Sponsor further agrees that it will cause, at the Master ServicerSponsor’s own expense, as the case may be, MERS System to indicate that such Mortgage Loan has been assigned by the Sponsor to the Trustee in trust accordance with this Agreement 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 its computer files (a) the applicable Trustee code in the field “Trustee” which identifies the Trustee and (b) the code “NovaStar 2007-1” (or its equivalent) in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Sponsor further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any such Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. Effective on the Closing Date, the Trustee, on behalf of the Certificateholders Certificateholders, hereby acknowledges its acceptance of all right, title and interest to the Certificate InsurerMortgage Loans and other property, existing on the Closing Date and thereafter created and conveyed to it pursuant to this Section 2.01. In The Trustee, as assignee or transferee of the event that any such original document is required Depositor, shall be entitled to all scheduled principal payments due after the Cut-off Date, all other payments of principal due and collected after the Cut-off Date, and all payments of interest on the Mortgage Loans. No scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Depositor pursuant to the terms of this the Purchase Agreement. Any late payment charges collected in connection with a Mortgage Loan shall be paid to the Servicer as provided in Section 3.15(b) hereof. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Issuing Entity on the Closing Date of all the Depositor’s right, title and interest in and to the Mortgage Loans and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a part of a Mortgage Filesale, such document shall be delivered promptly the Depositor hereby grants to the Trustee, or to the appropriate Custodian on behalf of the TrusteeCertificateholders, as of the Closing Date a security interest in all of the Depositor’s right, title and interest in, to and under the Mortgage Loans and such other property, to secure all of the Depositor’s obligations hereunder and this Agreement shall constitute a security agreement under applicable law and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Mortgage Loans on behalf of the Trustee for the benefit of the Certificateholders, holds the Mortgage Loans as designee of the Depositor. Any The Sponsor agrees to take or cause to be taken such original document delivered actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements in the State of Virginia (which shall have been submitted for filing as of the Closing Date, any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or held by corporate structure of the Depositor that is not required pursuant Sponsor or the filing of any additional UCC-1 financing statements due to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included change in the Trust that is a "High-Cost Home Loan" state of incorporation of the Sponsor, as defined by HOEPA or any other applicable predatory or abusive lending lawsare necessary to perfect and protect the interests of the Issuing Entity and its assignees in each Mortgage Loan and the proceeds thereof.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. 2.01 Conveyance of the Mortgage Loans. The DepositorOn the Closing Date, concurrently with the execution and delivery hereof, does hereby Depositor will transfer, assign, set over and otherwise convey to the Trustee without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. In addition, on the Closing Date, the Trustee is hereby directed to enter into the Swap Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and Trust Fund with the Certificate Insurer, acknowledges receipt of the sameSwap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Custodian on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (in each case, a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: form "Pay to the order of Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in or, if the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Custodian on behalf of the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Custodian on behalf of the Trustee is unavailablesubsequently located, a written commitment or uniform binder or preliminary report such original Mortgage Note shall be delivered to the Custodian on behalf of title issued by the title insurance or escrow companyTrustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (and in no event later than thirty (30) within sixty Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, Days following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian Date and (iii) the date of receipt by the Master Servicer Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at the expense of the Responsible Party and at no expense to the Trust Fund Fund, the Trustee or the TrusteeDepositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and the Depositor shall execute each original Assignment referred or cause each original Assignment to in section 2.01(iii) above be executed in the following form: "Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) Seller shall promptly prepare or cause to be prepared (at the expense of the Responsible Party) a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Responsible Party is unable to pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trustee shall not be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. 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 the Trustee or the Depositor receives written notice that failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided furtherprovided, however, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure the occurrence of the Master a Servicer Termination TestEvent of Default, (iii) the occurrence of a bankruptcy bankruptcy, insolvency or insolvency foreclosure relating to the SellerServicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and hereof, (v) if the Seller is not the Master Servicer and with respect to any one assignment or MortgageAssignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageMortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost Upon receipt of recording the Assignments of Mortgage, such expense will be paid written notice by the Trustee and from the Servicer that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Depositor shall be reimbursable required to the Trustee as an Extraordinary Trust Fund Expensedeliver such Assignments or shall cause such Assignments to be delivered within 30 days following receipt of such notice. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Section Conveyance of Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey assign to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on such the Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the same. In connection with such transfer and assignment, except as set forth in Section 2.01(c) below, the Depositor Company does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) (I) with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (other than a "Mortgage File"): (i) the Cooperative Loan): The original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay recourse to the order of Deutsche Bank National Trust Company, as the Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete an unbroken chain of endorsement endorsements from the originator thereof to the Person so endorsing it to the Trustee, or with respect to any lost Destroyed Mortgage Note, an original Lost Note Affidavit; provided however, lost note affidavit from the related Seller or Residential Funding stating that such substitutions of Lost Note Affidavits for the original Mortgage Notes may occur only Note was lost, misplaced or destroyed, together with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% a copy of the Pool Balance as of the Cut- off Date; (ii) the related Mortgage Note; The original Mortgage, Mortgage with evidence of recording thereon, and indicated thereon or a copy, copy of the Mortgage certified by the appropriate public recording office, of the recorded power of attorney, if the office in which such Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an has been recorded; An original Assignment of the Mortgage assigned to the Trustee with evidence of recording indicated thereon or a copy of such assignment certified by the public recording office in blank, without recourse; (iv) the which such assignment has been recorded; The original recorded intervening Assignment assignment or Assignments assignments of the Mortgage showing a complete an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee or a copy of such assignment or assignments of the Mortgage certified by the public recording office in which such assignment or assignments have been recorded; and The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement certified by the public recording office in which such document has been recorded. [YOUN7950:~5.NY01B] 16069-00385 02/04/97 7:45pm 36 and (II) with respect to each Cooperative Loan so assigned: The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Trustee; The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank; The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; The Security Agreement; Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing an unbroken chain of title from the originator to the Person assigning Trustee, each with evidence of recording thereof, evidencing the Mortgage to interest of the Trustee as contemplated by originator under the immediately preceding clause (iii) or Security Agreement and the Assignment of Proprietary Lease; The original unrecorded intervening Assignments; (v) the original or copies of each assumption, modification, written assurance assumption agreement or substitution preferred loan agreement, if any, relating to such Cooperative Loan; and and An executed UCC-1 financing statement showing the Master Servicer as debtor, the Company as secured party and the Trustee as assignee and an executed UCC-1 financing statement showing the Company as debtor and the Trustee as secured party, each in a form sufficient for filing, evidencing the interest of such debtors in the Cooperative Loans. [YOUN7950:~5.NY01B] 16069-00385 02/04/97 7:45pm 37 The Company may, in lieu of delivering the documents set forth in Section 2.01(b)(I)(iv) and (viv) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth below. Within ten Business Days following the earlier of (i) the receipt of the original lenders's title insurance policy of each of the documents or an attorney's opinion instruments set forth in Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of title or similar guarantee the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent such documents to the issuance Trustee or the Custodian or Custodians that are the duly appointed agent or agents of such policythe Trustee. On the Closing Date, the Master Servicer shall certify that it has in its possession an original or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report copy of title issued by the title insurance or escrow company. If any each of the documents referred to in Sections 2.01(iiSection 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iiiiv), (vii), (ix) or (iv) above has as of the Closing Date been submitted for recording but either and (x) which has been delivered to it by the Company. Every six months after the Closing Date, for so long as the Master Servicer is holding documents pursuant to this Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report setting forth the status of the documents which it is holding. In the event that in connection with any Mortgage Loan the Company cannot been returned from deliver the applicable Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof certified by the public recording office) with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such Mortgage, assignment, modification, assumption agreement or (y) preferred loan agreement as the case may be, has been lost or such public recording office has retained the original of such documentdelivered for recordation, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor Company shall deliver or cause to be delivered to the TrusteeTrustee or the respective Custodian a true and correct photocopy of such Mortgage, assignment, modification, assumption agreement or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policypreferred loan agreement. The Depositor Company shall deliver or promptly cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, recorded in the appropriate public office for real property records, each records the Assignment referred to in Sections 2.01(iiiclause (I)(iii) of Section 2.01(b), except in states where, in the opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Company or the originator of such Mortgage Loan and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Companyx), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as Trustee under the applicable agreement." In the event that any such Assignment applicable, is lost or returned unrecorded to the Company because of a any defect therein, the Master Servicer (in its capacity as Seller) Company shall promptly prepare or cause to be prepared a substitute Assignment Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recordedrecorded in accordance with this paragraph. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage The Company shall not be required promptly deliver or cause 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 any Class of Certificates (in the case of the Insured Certificates, without regard delivered to the Policy); provided furtherTrustee or the respective Custodian such Mortgage or assignment or Form UCC-3 or Form UCC-1, howeveras applicable, each Assignment of Mortgage shall be submitted for recording (or copy thereof certified by the Seller in public recording office) with evidence of recording indicated thereon upon receipt thereof from the manner described abovepublic recording office or from the related Subservicer. In connection with its servicing of [YOUN7950:~5.NY01B] 16069-00385 02/04/97 7:45pm 38 Cooperative Loans, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency will use its best efforts to file timely continuation statements with regard to each financing statement and assignment relating to Cooperative Loans as to which the Seller, (ivrelated Cooperative Apartment is located outside of the State of New York. Any of the items set forth in Sections 2.01(b)(I)(iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if and (II)(vi) and (vii) and that may be delivered as a copy rather than the Seller original may be delivered in microfiche form. It is not intended that the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid conveyances by the Trustee and shall be reimbursable Company to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to of the Mortgage Loans that are not delivered as provided for in this Section 2.01 be construed as a sale by the Company to the Trustee, or to the appropriate Custodian on behalf Trustee of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust Mortgage Loans for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage FileFurther, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan such conveyance be included deemed to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the Trust event that the Mortgage Loans are held to be property of the Company or of Residential Funding, or if for any reason this Agreement is held or deemed to create a "High-Cost Home security interest in the Mortgage Loans, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Sections 2.01 and 2.06 shall be deemed to be (1) a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including (i) with respect to each Cooperative Loan" as defined , the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease, any insurance policies and all other documents in the related Mortgage File and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note, the Mortgage, any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by HOEPA the Company to the Trustee of any security interest in any and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the Company pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable predatory jurisdiction (including, without limitation, Section 9-305, 8-313 or abusive lending laws8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. [YOUN7950:~5.NY01B] 16069-00385 02/04/97 7:45pm 39 The Company and, at the Company's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans as evidenced by an Officer's Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of Residential Funding or the Company or (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan. The Master Servicer hereby acknowledges the receipt by it of cash in an amount equal to $144,994 (the "Initial Monthly Payment Fund"), representing scheduled principal amortization and interest at the Net Mortgage Rate for the Due Date in February 1997, for those Mortgage Loans for which the Trustee will not be entitled to receive such payment. The Master Servicer shall hold such Initial Monthly Payment Fund in the Custodial Account and shall include such Initial Monthly Payment Fund in the Available Distribution Amount for the Distribution Date in February 1997. Notwithstanding anything herein to the contrary, the Initial Monthly Payment Fund shall not be an asset of the REMIC. To the extent that the Initial Monthly Payment Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of the REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by the REMIC to the Initial Monthly Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. 2.01 Conveyance of the Mortgage Loans. The DepositorOn the Closing Date, concurrently with the execution and delivery hereof, does hereby Depositor will transfer, assign, set over and otherwise convey to the Trustee without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. In addition, on the Closing Date, the Trustee is hereby directed to enter into the Swap Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and Trust Fund with the Certificate Insurer, acknowledges receipt of the sameSwap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (in each case, a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: form "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of in blank (only if the related Mortgage assigned in blank, without recourseLoan is not a loan registered on the MERS System); (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in or, if the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee is unavailablesubsequently located, a written commitment or uniform binder or preliminary report of title issued by such original Mortgage Note shall be delivered to the title insurance or escrow companyTrustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (and in no event later than thirty (30) within sixty Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, Days following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian Date and (iii) the date of receipt by the Master Servicer Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at the expense of the Responsible Party and at no expense to the Trust Fund Fund, the Trustee or the TrusteeDepositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and the Depositor shall execute each original Assignment referred or cause each original Assignment to in section 2.01(iii) above be executed in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) Seller shall promptly prepare or cause to be prepared (at the expense of the Responsible Party) a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Responsible Party is unable to pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trustee shall not be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. 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 the Trustee or the Depositor receives written notice that failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided furtherprovided, however, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment of (only if the related Mortgage shall be submitted Loan is not a loan registered on the MERS System) for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure the occurrence of the Master a Servicer Termination TestEvent of Default, (iii) the occurrence of a bankruptcy bankruptcy, insolvency or insolvency foreclosure relating to the SellerServicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and hereof, (v) if the Seller is not the Master Servicer and with respect to any one assignment or MortgageAssignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageMortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost Upon receipt of recording the Assignments of Mortgage, such expense will be paid written notice by the Trustee and from the Servicer that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Depositor shall be reimbursable required to the Trustee as an Extraordinary Trust Fund Expensedeliver such Assignments or shall cause such Assignments to be delivered within 30 days following receipt of such notice. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Section 2.01 Conveyance of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase AgreementAgreement (other than the Depositor's rights under Section 17 thereof), and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts)1. Such assignment includes all interest and principal received by the Depositor or the Master Servicer scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after August 1, 2004 (other than payments the portion of principal and interest such collections due on such Mortgage Loans on or before prior to the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy Policy. If the assignment and transfer of the Mortgage Loans and the Trusteeother property specified in Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, on behalf the Depositor intends that the rights and obligations of the Certificateholders parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Certificate Insurer, acknowledges receipt Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the sameClosing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee as custodian (in which capacity it will, unless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File"): (ia) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, Trustee or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions (in the case of Lost Note Affidavits for original Mortgage Notes may occur only with respect to not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the aggregate Cut-off Date Principal Balance Date) a copy of which is less than or equal to 2.00% of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Pool Balance as of the Cut- off DateSeller; (iib) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iiic) an original Assignment of the Mortgage assigned in blank, without recourse; (ivd) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignmentsin blank; (ve) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vif) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is locatedpolicy, together with all endorsements or riders which were issued with or subsequent to the issuance of such policypolicy (or a copy of the above, in the case of the Washington Mutual Mortgage Loans), insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The Master Servicer, in its capacity as Seller, shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(c) and (d) above and shall execute each original Assignment referred to in clause (c) above in the following form: "Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, in its capacity as Seller, shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates (without giving effect to the Policy), the Mezzanine Certificates, the Class B Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each Assignment shall be submitted for recording by the Master Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (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 and (v) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. If any of the documents referred to in Sections 2.01(ii2.01(b), (iiic), (d) or (ive) above (collectively, the "Recording Documents") has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor Master Servicer, in its capacity as the Seller, to deliver such documents Recording Documents shall be deemed to be satisfied upon (1) delivery to the Trustee, Trustee or to the appropriate applicable Custodian on behalf of the Trustee, of a copy of each such document Recording Document certified by the applicable Originator Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable OriginatorSeller, delivery to the Trustee, Trustee or to the appropriate applicable Custodian on behalf of the Trustee, promptly upon receipt thereof thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such document Recording Document certified by the applicable public recording office to be a true and complete copy of the original. In instances where, due to a delay on the part of the recording office where any such Recording Documents have been delivered for recordation, the Recording Documents cannot be delivered to the Trustee or the applicable Custodian within one year after the Closing Date, the Master Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an Officer's Certificate stating the date by which the Master Servicer, in its capacity as the Seller, expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian by the date specified in its previous Officer's Certificate delivered to the Trustee or the applicable Custodian, as the case may be, the Master Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian by such date an additional Officer's Certificate stating a revised date by which the Master Servicer, in its capacity as the Seller, expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian. If the original lender's title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans) was not delivered pursuant to Section 2.01(vi2.01(f) above, the Depositor Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee, Trustee or to the appropriate applicable Custodian on behalf of the Trustee, promptly after receipt thereof, and in any event within 120 days after the Closing Date, the original lender's title insurance policypolicy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans). The Depositor Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee, Trustee or to the appropriate applicable Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, Trustee or to the appropriate applicable Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, Trustee or to the appropriate Custodian on behalf of the Trusteeapplicable Custodian. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Mortgage Loan is a "high-cost" or "predatory" loan under any state or local law or regulation applicable to the originator), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a "high cost" or "predatory" loan under any state or local law or regulation applicable to the originator). It is agreed and understood by the parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA in the New Jersey Home Ownership Act effective November 27, 2003 or any other applicable predatory or abusive lending lawsa "High Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of the Initial Deposit and the Mortgage Loans. The Trustee hereby acknowledges the receipt by it from the Depositor of the Initial Deposit. The Trustee shall deposit and hold such amount uninvested in a non-interest bearing Eligible Account until the initial Distribution Date. On the initial Distribution Date, the Trustee shall transfer the Initial Deposit to the Distribution Account, and such amount shall constitute part of the Available Distribution Amount for such Distribution Date. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contractsas provided in such definition). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Cutoff Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the same. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"):) so transferred and assigned: (i) the original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay to the order of Deutsche Bank First Trust National Trust CompanyAssociation, as Trustee under for the applicable agreementregistered holders of Salomon Brothers Mortgage Securities VII, Inc., New Century AssetBacked Floating Rate Certificates, Series 1997-NC1, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned executed in blankthe following form: "First Trust National Association, without recourseas Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., New Century Asset-Backed Floating Rate Certificates, Series 1997-NC1"; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is locatedpolicy, together with all endorsements or riders which that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The Master Servicer shall promptly (within five Business Days following the Closing Date or as soon as practicable) submit or cause to be submitted for recording, at no expense to REMIC I, the Trustee, the Depositor or the Certificate Insurer, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable OriginatorSeller, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee, the Certificate Insurer and the Rating Agencies by the Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in Depositor herewith delivers to the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsTrustee an executed copy of the Mortgage Loan Purchase Agreement. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trustee for the benefit of the Certificateholders.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. 2.01 Conveyance of the Mortgage Loans. The DepositorOn the Closing Date, concurrently with the execution and delivery hereof, does hereby Depositor will transfer, assign, set over and otherwise convey to the Trustee without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameAgreement. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Custodian on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (in each case, a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: form "Pay to the order of Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in or, if the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Custodian on behalf of the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Custodian on behalf of the Trustee is unavailablesubsequently located, a written commitment or uniform binder or preliminary report such original Mortgage Note shall be delivered to the Custodian on behalf of title issued by the title insurance or escrow companyTrustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (and in no event later than thirty (30) within sixty Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, Days following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian Date and (iii) the date of receipt by the Master Servicer Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at the expense of the Responsible Party and at no expense to the Trust Fund Fund, the Trustee or the TrusteeDepositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and the Depositor shall execute each original Assignment referred or cause each original Assignment to in section 2.01(iii) above be executed in the following form: "Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) Seller shall promptly prepare or cause to be prepared (at the expense of the Responsible Party) a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Responsible Party is unable to pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trustee shall not be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. 50 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 the Trustee or the Depositor receives written notice that failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided furtherprovided, however, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure the occurrence of the Master a Servicer Termination TestEvent of Default, (iii) the occurrence of a bankruptcy bankruptcy, insolvency or insolvency foreclosure relating to the SellerServicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and hereof, (v) if the Seller is not the Master Servicer and with respect to any one assignment or MortgageAssignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageMortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost Upon receipt of recording the Assignments of Mortgage, such expense will be paid written notice by the Trustee and from the Servicer that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Depositor shall be reimbursable required to the Trustee as an Extraordinary Trust Fund Expensedeliver such Assignments or shall cause such Assignments to be delivered within 30 days following receipt of such notice. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION Section 2.01. Conveyance of Mortgage Loans. Loans [;Assignment of Loan Sale Agreement]. (a) The Depositor, concurrently with the execution and delivery hereofof this Agreement, does hereby transfer, assign, set set-over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer (except as provided herein) all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Depositor in and to the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). Such assignment includes all interest and principal received by the Depositor [or the Master Servicer Mortgage Loan Seller] on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on such the Mortgage Loans on or before before, and all Principal Prepayments received before, the Cut-off Date). [The Depositor herewith delivers Depositor, concurrently with execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee an executed copy without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Loan Sale Agreement.] (b) The Depositor acknowledges it has transferred, assigned, set-over and otherwise conveyed all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) by the [Depositor] [Mortgage Loan Seller] is for convenience only and that the [Depositor] [Mortgage Loan Seller] holds record title in its capacity as Servicer solely as custodian for the Trustee for benefit of the Certificateholders. The [Depositor] [Mortgage Loan Seller] agrees that it will take no action inconsistent with ownership of the Mortgage Loan Purchase Agreement Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the PMI Policy and the Trustee, on behalf intent of the Certificateholders and the Certificate Insurer, acknowledges receipt of the same. this Agreement. (c) In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, to the Trustee the following documents or instruments with respect to each to: (1) Each Mortgage Loan (other than any Cooperative Loan or Designated Loan) so transferred and assigned the following documents or instruments (a "Mortgage File"):assigned: (i) the original The Mortgage Note, endorsed without recourse in blankblank by the Mortgage Loan Seller, without recourse, or in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with including all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing Trustee; provided, however, that if such Mortgage Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note may be payable directly to the Trustee or may show a complete chain of endorsement from the named payee to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, with evidence of recording thereon, Any assumption and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereonmodification agreement; (iii) an original Assignment An assignment in recordable form (which may be included in a blanket assignment or assignments) of the Mortgage assigned to the Trustee; and (2) Each Cooperative Loan (other than a Designated Loan) so transferred and assigned: (i) The Mortgage Note, endorsed without recourse in blank by the Mortgage Loan Seller and showing an unbroken chain of endorsements from the originator to the Trustee; provided, however, that if such Mortgage Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note may be payable directly to the Trustee or may show a complete chain of endorsement from the named payee to the Trustee; (ii) A counterpart of the Proprietary Lease and the Assignment of Proprietary Lease executed in blank or to the originator of the Cooperative Loan; (iii) The related Cooperative Stock Certificate, together with an undated stock power (or other similar instrument) executed in blank, without recourse; (iv) A counterpart of the recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (v) The Security Agreement; (vi) Copies of the original recorded intervening Assignment or Assignments UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator in the Cooperative Stock and the Proprietary Lease; (vii) If applicable, copies of the UCC-3 assignments of the security interest described in clause (vi) above, sent to the appropriate public office for filing, showing an unbroken chain of title from the originator to the Trustee, evidencing the security interest of the originator in the Cooperative Stock and the Proprietary Lease; (viii) An executed assignment (which may be a blanket assignment for all Cooperative Loans) of the interest of the Mortgage Loan Seller in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement described in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee; and (ix) A UCC-3 assignment from the [Mortgage Loan Seller] to the Trustee of the security interest described in clause (vi) above, in form suitable for filing, otherwise complete except for filing information regarding the original UCC-1 if unavailable (which may be included in a blanket assignment to the Trustee). In instances where a completed assignment of the Mortgage in recordable form cannot be delivered by the Depositor to the Trustee in accordance with Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording of the Mortgage, the Depositor may, in lieu of delivering the completed assignment in recordable form, deliver to the Trustee the assignment in such form, otherwise complete except for recording information. (3) With respect to each Designated Loan, the Depositor does hereby deliver to the Trustee the Designated Loan Closing Documents. (d) In connection with each Mortgage Loan transferred and assigned to the Trustee, the Depositor shall deliver to the Trustee the following documents or instruments as promptly as practicable, but in any event within 30 days, after receipt by the Depositor [or the Mortgage Loan Seller on its behalf pursuant to the Loan Sale Agreement] of all such documents and instruments for all of the outstanding Mortgage Loans: (i) the Mortgage with evidence of recording indicated thereon (other than with respect to a Cooperative Loan); (ii) a copy of the title insurance policy (other than with respect to a Cooperative Loan); (iii) with respect to any Mortgage that has been assigned to the Company, the related recorded intervening assignment or assignments of Mortgage, showing a complete chain of assignment from the originator to the Person assigning Company (other than with respect to a Cooperative Loan); and (iv) with respect to any Cooperative Loan that has been assigned to the Depositor, the related filed intervening UCC-3 financing statements (not previously delivered pursuant to Section 2.01(b)(2)(vii)), showing a complete chain of assignment from the named originator to the Mortgage Loan Seller. Pending such delivery, the Servicer shall retain in its files (a) copies of the documents described in clauses (i) and (iii) of the preceding sentence, without evidence of recording thereon, and (b) title insurance binders with respect to the Mortgage Loans (other than with respect to a Cooperative Loan). The Servicer shall also retain in its files evidence of any Primary Mortgage Insurance relating to the Mortgage Loans during the period when the related insurance is in force. (The copies of the Mortgage, intervening assignments of Mortgage, if any, title insurance binder and the Primary Insurance Policy, if any, described in the two preceding sentences are collectively referred to herein as the "Document File" with respect to each Mortgage Loan.) The Servicer shall advise the Trustee in writing if such delivery to the Trustee shall not have occurred on or before the first anniversary of the Closing Date. The Servicer shall promptly furnish to the Trustee the documents included in the Document Files (other than any such documents previously delivered to the Trustee as contemplated by originals or copies) either (a) upon the immediately preceding clause written request of the Trustee or (iiib) when the Company or the original unrecorded intervening Assignments;Trustee obtains actual notice or knowledge of a Trigger Event. The Trustee shall have no obligation to request delivery of the Document Files unless a Responsible Officer of the Trustee has actual notice or knowledge of the occurrence of a Trigger Event. In the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the date of execution and delivery of this Agreement, the Depositor, in lieu of delivering the above documents to the Trustee, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.09. (ve) The Depositor shall not be required to record the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any assignments of the documents Mortgages referred to in Sections 2.01(iiSection 2.01(b)(1)(iii) or file the UCC-3 assignments referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Mortgage Loan Seller or the Trustee obtains actual notice or knowledge of the occurrence of any Trigger Event; provided, however, that such recording or filing shall not be required if the Mortgage Loan Seller delivers to the Trustee a letter from each Rating Agency to the effect that the failure to take such action will not cause such Rating Agency to reduce or withdraw its then current ratings of the Certificates. The party obtaining actual notice or knowledge of any of such events shall give the other party prompt written notice thereof. For purposes of the foregoing (as well as for purposes of determining whether the Mortgage Loan Seller shall be required to deliver the Document Files to the Trustee following the occurrence of a Trigger Event), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents Mortgage Loan Seller shall be deemed to be satisfied upon (1) delivery have knowledge of any such downgrading referred to in the definition of Trigger Event if, in the exercise of reasonable diligence, the Mortgage Loan Seller has or should have had knowledge thereof. As promptly as practicable subsequent to the TrusteeMortgage Loan Seller's delivery or receipt of such written notice, as the case may be, the Mortgage Loan Seller shall insert the recording or filing information in the assignments of the Mortgages or UCC-3 assignments to the appropriate Custodian on behalf of Trustee and shall cause the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above same to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, recorded or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recordingfiled, at no expense to the Trust Fund or the TrusteeMortgage Loan Seller's expense, in the appropriate public office for real property recordsrecords or UCC financing statements, each Assignment referred except that the Mortgage Loan Seller need not cause to be so completed and recorded any assignment of mortgage which relates to a Mortgage Loan secured by property in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee a jurisdiction under the applicable agreement." laws of which, on the basis of an Opinion of Counsel reasonably satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced in writing), recordation of such assignment is not necessary to protect the Trustee against discharge of such Mortgage Loan by the Mortgage Loan Seller [or the Depositor] or any valid assertion that any Person other than the Trustee has title to or any rights in such Mortgage Loan. In the event that any such Assignment is lost the Mortgage Loan Seller fails or returned unrecorded because refuses to record or file the assignment of a defect thereinMortgages or UCC-3 financing statement in the circumstances provided above, the Master Servicer (in its capacity as Seller) Trustee shall promptly prepare record or cause to be prepared a substitute Assignment recorded or cure filed such assignment or cause UCC-3 financing statement at the expense of the Mortgage Loan Seller. In connection with any such recording or filing, the Mortgage Loan Seller shall furnish such documents as may be reasonably necessary to be cured accomplish such defect, as the case may be, and thereafter cause each such Assignment to be duly recordedrecording or filing. Notwithstanding the foregoing, howeverat any time the Mortgage Loan Seller may record or file, for administrative convenience and facilitation of servicing and or cause to reduce closing costsbe recorded or filed, the Assignments assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgages or UCC-3 financing statement at the expense of the 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. 2.01 Conveyance of the Mortgage Loans. The DepositorOn the Closing Date, concurrently with the execution and delivery hereof, does hereby Depositor will transfer, assign, set over and otherwise convey to the Trustee without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameAgreement. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (in each case, a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: form "Pay to the order of Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance consolidation or substitution agreementextension agreements, if any; and (vi) the original lendersor a copy of the original lender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in or, if the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee is unavailablesubsequently located, a written commitment or uniform binder or preliminary report of title issued by such original Mortgage Note shall be delivered to the title insurance or escrow companyTrustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (and in no event later than thirty (30) within sixty Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, Days following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian Date and (iii) the date of receipt by the Master Servicer Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at the expense of the Responsible Party and at no expense to the Trust Fund Fund, the Trustee or the TrusteeDepositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and the Depositor shall execute each original Assignment referred or cause each original Assignment to in section 2.01(iii) above be executed in the following form: "Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) Seller shall promptly prepare or cause to be prepared (at the expense of the Responsible Party) a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Responsible Party is unable to pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trustee shall not be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. 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 the Trustee or the Depositor receives written notice that failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided furtherprovided, however, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure the occurrence of the Master a Servicer Termination TestEvent of Default, (iii) the occurrence of a bankruptcy bankruptcy, insolvency or insolvency foreclosure relating to the SellerServicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and hereof, (v) if the Seller is not the Master Servicer and with respect to any one assignment or MortgageAssignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageMortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost Upon receipt of recording the Assignments of Mortgage, such expense will be paid written notice by the Trustee and from the Servicer that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Depositor shall be reimbursable required to the Trustee as an Extraordinary Trust Fund Expensedeliver such Assignments or shall cause such Assignments to be delivered within 30 days following receipt of such notice. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. 2.01 Conveyance of the Mortgage Loans. The DepositorOn the Closing Date, concurrently with the execution and delivery hereof, does hereby Depositor will transfer, assign, set over and otherwise convey to the Trustee without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. In addition, on the Closing Date, the Trustee is hereby directed to enter into the Swap Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and Trust Fund with the Certificate Insurer, acknowledges receipt of the sameSwap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (in each case, a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: form "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in or, if the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee is unavailablesubsequently located, a written commitment or uniform binder or preliminary report of title issued by such original Mortgage Note shall be delivered to the title insurance or escrow companyTrustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (and in no event later than thirty (30) within sixty Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, Days following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian Date and (iii) the date of receipt by the Master Servicer Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at the expense of the Responsible Party and at no expense to the Trust Fund Fund, the Trustee or the TrusteeDepositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and the Depositor shall execute each original Assignment referred or cause each original Assignment to in section 2.01(iii) above be executed in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) Seller shall promptly prepare or cause to be prepared (at the expense of the Responsible Party) a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Responsible Party is unable to pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trustee shall not be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. 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 the Trustee or the Depositor receives written notice that failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided furtherprovided, however, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure the occurrence of the Master a Servicer Termination TestEvent of Default, (iii) the occurrence of a bankruptcy bankruptcy, insolvency or insolvency foreclosure relating to the SellerServicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and hereof, (v) if the Seller is not the Master Servicer and with respect to any one assignment or MortgageAssignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageMortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost Upon receipt of recording the Assignments of Mortgage, such expense will be paid written notice by the Trustee and from the Servicer that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Depositor shall be reimbursable required to the Trustee as an Extraordinary Trust Fund Expensedeliver such Assignments or shall cause such Assignments to be delivered within 30 days following receipt of such notice. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. 2.01 Conveyance of the Mortgage Loans. The DepositorOn the Closing Date, concurrently with the execution and delivery hereof, does hereby Depositor will transfer, assign, set over and otherwise convey to the Trustee without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. In addition, on the Closing Date, the Trustee is hereby directed to enter into the Swap Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and Trust Fund with the Certificate Insurer, acknowledges receipt of the sameSwap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (in each case, a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: form "Pay to the order of Deutsche Bank National Trust Company[Name of Trustee], as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of in blank ([only if the related Mortgage assigned in blank, without recourseLoan is not a loan registered on the MERS System]); (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in or, if the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee is unavailablesubsequently located, a written commitment or uniform binder or preliminary report of title issued by such original Mortgage Note shall be delivered to the title insurance or escrow companyTrustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (and in no event later than thirty (30) within sixty Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, Days following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian Date and (iii) the date of receipt by the Master Servicer Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at the expense of the Responsible Party and at no expense to the Trust Fund Fund, the Trustee or the TrusteeDepositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and the Depositor shall execute each original Assignment referred or cause each original Assignment to in section 2.01(iii) above be executed in the following form: "Deutsche Bank National Trust Company[Name of Trustee], as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) Seller shall promptly prepare or cause to be prepared (at the expense of the Responsible Party) a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Responsible Party is unable to pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trustee shall not be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. 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 the Trustee or the Depositor receives written notice that failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided furtherprovided, however, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment of ([only if the related Mortgage shall be submitted Loan is not a loan registered on the MERS System]) for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure the occurrence of the Master a Servicer Termination TestEvent of Default, (iii) the occurrence of a bankruptcy bankruptcy, insolvency or insolvency foreclosure relating to the SellerServicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and hereof, (v) if the Seller is not the Master Servicer and with respect to any one assignment or MortgageAssignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageMortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost Upon receipt of recording the Assignments of Mortgage, such expense will be paid written notice by the Trustee and from the Servicer that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Depositor shall be reimbursable required to the Trustee as an Extraordinary Trust Fund Expensedeliver such Assignments or shall cause such Assignments to be delivered within 30 days following receipt of such notice. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Section 2.01 Conveyance of Mortgage LoansLoans and Other Trust Assets. ---------------------------------------------------- The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the DepositorCompany, including any security interest therein for the benefit of the DepositorCompany, in and to the (i) each Initial Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each 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 Mortgage Loans; (iv) its interest in the MI Policies; (v) the rights of the Depositor Company under the Mortgage Loan Purchase Agreement, ; (vi) its interest in the Swap Agreements and the Cap Agreements; (vii) all other assets included or to be included in REMIC I the Trust Fund; and (including viii) all proceeds of any payments made under of the Cap Contracts)foregoing. Such assignment includes all interest and principal received by due to the Depositor Company or the Master Servicer on or after the related Cut-off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameLoans. In connection with such transfer and assignment, the Depositor Seller, on behalf of the Company, does hereby deliver to, and deposit withwith the Custodian, as the Trustee Trustee's designated agent, the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned and the Seller, on behalf of the Company, shall, in accordance with Section 2.08, deliver or cause to be delivered to the Custodian, as the Trustee's designated agent, with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File"): (i) the original Mortgage Note, Note endorsed in blank, without recourse, or in the following form: to "Pay to the order of Deutsche Bank National Trust CompanyJPMorgan Chase Bank, as Trustee under for the applicable agreementNovaStar Home Equity Loan Asset-Backed Certificates, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate CutSeries 2003-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date4"; (ii) the original MortgageMortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller or the public recording office in which such original Mortgage has been recorded, and if the Mortgage Loan is registered on the MERS System, such Mortgage shall include thereon a statement that it is a MOM Loan and shall include the MIN for such Mortgage Loan; (iii) unless the Mortgage Loan is registered on the MERS System, an original assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage endorsed to "JPMorgan Chase Bank, as Trustee for the NovaStar Home Equity Loan Asset-Backed Certificates, Series 2003-4", and otherwise in recordable form; (iv) originals of any intervening assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), with evidence of recording thereon, and or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy, copy of such original intervening assignment certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) Seller or the public recording office in which such original unrecorded intervening Assignmentsassignment has been recorded; (v) the original policy of title insurance (or copies a commitment for title insurance, if the policy is being held by the title insurance company pending recordation of the Mortgage); and (vi) a true and correct copy of each assumption, modification, written assurance consolidation or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent relating to the issuance Mortgage Loan. If a material defect in any Mortgage File is discovered which may materially and adversely affect the value of such policythe related Mortgage Loan, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any interests of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above Trustee or the applicable public recording office Certificateholders in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) such Mortgage Loan, including if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such any document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause required to be delivered to the Trustee, or Custodian has not been delivered (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above for 180 days following submission of the assignment if the Seller has submitted such assignment for recording pursuant to the appropriate Custodian on behalf terms of the Trusteefollowing paragraph), the Seller shall cure such defect or repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Mortgage Loan for the related Mortgage Loan upon the same terms and conditions set forth in Section 3.01 of the Purchase Agreement as to the Initial Mortgage Loans and the Subsequent Mortgage Loans and Section 2.02(c) of the Purchase Agreement as to the Subsequent Mortgage Loans for breaches of representations and warranties. Promptly after the Closing Date in the case of a Initial Mortgage Loan or, in the case of a Subsequent Mortgage Loan, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver Subsequent Transfer Date (or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) after the date of receipt by transfer of any Eligible Substitute Mortgage Loan), the Master Servicer of the Seller at its own expense shall complete and submit for recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, records each Assignment of the assignments referred to in Sections 2.01(iiiclause (iii) and (iv) above and above, with such assignment completed in favor of the Trustee, excluding any Mortgage Loan that is registered on the MERS System, if MERS is identified on the Mortgage, or on a properly recorded assignment of Mortgage as the mortgagee of record. While such assignment to be recorded is being recorded, the Custodian shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that retain a photocopy of such assignment. If any such Assignment assignment is lost or returned unrecorded to the Custodian because of a any defect therein, the Master Servicer (in its capacity as Seller) shall promptly Seller is required to prepare or cause to be prepared a substitute Assignment assignment or cure or cause to be cured such defect, as the case may be, and thereafter the Seller shall cause each such Assignment substitute assignment to be duly recordedrecorded in accordance with this paragraph. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments In instances where an original Mortgage or any original intervening assignment of Mortgage shall not be required to be submitted for recording is not, in accordance with clause (except with respect to any Mortgage Loan located in Marylandii) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificatesiv) above, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording delivered by the Seller in the manner described above, at no expense to the Trust Fund or the TrusteeCustodian, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall prior to or on the Closing Date in the case of a Initial Mortgage Loan or, in the case of a Subsequent Mortgage Loan, promptly after the Subsequent Transfer Date, the Seller will deliver or cause to be held by or delivered the originals of such documents to the Custodian, on behalf of the SellerTrustee, promptly upon receipt thereof. In connection with the assignment of any Mortgage Loan registered on the MERS System, promptly after the Closing Date in the case of a Initial Mortgage Loan or, in the case of a Subsequent Mortgage Loan, promptly after the Subsequent Transfer Date (or after the date of transfer of any Eligible Substitute Mortgage Loan), the Depositor or Seller further agrees that it will cause, at the Master ServicerSeller's own expense, as the case may be, MERS System to indicate that such Mortgage Loan has been assigned by the Seller to the Trustee in trust accordance with this Agreement 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 its computer files (a) the applicable Trustee code in the field "Trustee" which identifies the Trustee and (b) the code "NovaStar 2003-4" (or its equivalent) in the field "Pool Field" which identifies 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 codes referenced in this paragraph with respect to any such Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. Effective on the Closing Date, the Trustee, on behalf of the Certificateholders Certificateholders, hereby acknowledges its acceptance of all right, title and interest to the Certificate InsurerInitial Mortgage Loans and other property, existing on the Closing Date and thereafter created and conveyed to it pursuant to this Section 2.01. In The Trustee, as assignee or transferee of the event that any such original document is required Company, shall be entitled to all scheduled principal payments due after the Cut-off Date, all other payments of principal due and collected after the Cut-off Date, and all payments of interest on the Initial Mortgage Loans. No scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Company pursuant to the terms of this the Purchase Agreement. Any late payment charges collected in connection with a Mortgage Loan shall be paid to the Servicer as provided in Section 3.15(b) hereof. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trust on the Closing Date of all the Company's right, title and interest in and to the Initial Mortgage Loans and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a part of a Mortgage Filesale, such document shall be delivered promptly the Company hereby grants to the Trustee, or to the appropriate Custodian on behalf of the TrusteeCertificateholders, as of the Closing Date a security interest in all of the Company's right, title and interest in, to and under the Initial Mortgage Loans and such other property, to secure all of the Company's obligations hereunder and this Agreement shall constitute a security agreement under applicable law and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Initial Mortgage Loans on behalf of the Trustee for the benefit of the Certificateholders, holds the Initial Mortgage Loans as designee of the Company. Any The Seller agrees to take or cause to be taken such original document delivered actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements in the State of Virginia (which shall have been submitted for filing as of the Closing Date and each Subsequent Transfer Date, as applicable), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or held by corporate structure of the Depositor that is not required pursuant Seller or the filing of any additional UCC-1 financing statements due to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included change in the state of incorporation of the Seller, as are necessary to perfect and protect the interests of the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsand its assignees in each Initial Mortgage Loan and the proceeds thereof and the interests of the Trust and its assignees in each Subsequent Mortgage Loan and the proceeds thereof.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION Section 2.01. Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey assign to the Trustee in respect of the Trust Fund without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Depositor in and to (i) the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on such the Mortgage Loans on or before in the month of the Cut-off Date)) and (ii) all proceeds of the foregoing. The Depositor herewith delivers to In addition, on the Closing Date, the Trustee an executed copy of is hereby directed to enter into the Mortgage Loan Purchase Swap Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and Trust Fund with the Certificate Insurer, acknowledges receipt of the same. Swap Counterparty. (b) In connection with such transfer assignment, and assignmentcontemporaneously with the delivery of this Agreement, except as set forth in Section 2.01(c) below and subject to Section 2.01(d) below, the Depositor does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"):assigned: (i) the The original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay recourse to the order of Deutsche Bank National Trust Company, as the Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete an unbroken chain of endorsement endorsements from the originator thereof to the Person so endorsing it to the Trustee, or with respect to any lost Destroyed Mortgage Note, an original Lost Note Affidavit; provided however, lost note affidavit from the related Seller or GMFI stating that such substitutions of Lost Note Affidavits for the original Mortgage Notes may occur only Note was lost, misplaced or destroyed, together with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% a copy of the Pool Balance as of the Cut- off Daterelated Mortgage Note; (ii) the The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereonindicated thereon or, and a copy, certified by if the appropriate original Mortgage has not yet been returned from the public recording office, a copy of the recorded power of attorney, if the original Mortgage was executed pursuant to a power of attorney, with evidence of recording indicated thereon; (iii) an original Assignment Unless the Mortgage Loan is registered on the MERS® System, the assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage assigned in blank, without recourseto the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon; (iv) the The original recorded intervening Assignment assignment or Assignments assignments of the Mortgage showing a complete an unbroken chain of assignment title from the originator to the Person assigning the Mortgage it to the Trustee as contemplated by (or to MERS, if the immediately preceding clause (iiiMortgage Loan is registered on the MERS® System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the original unrecorded intervening Assignments;Mortgage with evidence of recording indicated thereon; and (v) the The original or copies of each assumption, modification, written assurance assumption agreement or substitution preferred loan agreement, if any; and , relating to such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement. The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(ii), (viiii), (iv) and (v) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian, deliver such documents to the Servicer, and the Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original lenders's title insurance policy of all of the documents or an attorney's opinion instruments set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of title or similar guarantee the Mortgage Loans then being held by the Servicer, the Servicer shall deliver a complete set of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent such documents to the issuance Trustee or the Custodian that are the duly appointed agent or agents of such policythe Trustee. On the Closing Date, the Servicer shall certify that it has in its possession an original or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report copy of title issued by the title insurance or escrow company. If any each of the documents referred to in Sections 2.01(iiSection 2.01(b)(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect which has been delivered to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid it by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsDepositor.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of the Initial Deposit and the Mortgage Loans. The Trustee hereby acknowledges the receipt by it from the Depositor of the Initial Deposit. The Trustee shall deposit and hold such amount uninvested in a non-interest bearing Eligible Account until the initial Distribution Date. On the initial Distribution Date, the Trustee shall transfer the Initial Deposit to the Distribution Account, and such amount shall constitute part of the Available Distribution Amount for such Distribution Date. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Initial Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts)Trust Fund. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the such Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the same. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned assigned, and the Depositor shall, contemporaneously with the delivery of a Subsequent Transfer Instrument, deliver or cause to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay to the order of Deutsche Bank National Bankers Trust Company, as Trustee under for the applicable agreementregistered holders of Salomon Brothers Mortgage Securities VII, Inc., Series 1996-8, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned executed in blankthe following form: "Bankers Trust Company, without recourseas Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., Series 1996-8"; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is locatedpolicy, together with all endorsements or riders which that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The Depositor shall promptly (and in no event later than five Business Days following the Closing Date or the Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Certificate Insurer, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date or the Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable OriginatorSeller, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee, the Certificate Insurer and the Rating Agencies by the Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date or the Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in Depositor herewith delivers to the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsTrustee executed copies of the Mortgage Loan Purchase Agreement. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trustee for the benefit of the Certificateholders.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of the Initial Deposit and the Mortgage Loans. The Trustee hereby acknowledges the receipt by it from the Depositor of the Initial Deposit. The Trustee shall deposit and hold such amount uninvested in a non-interest bearing Eligible Account until the initial Distribution Date. On the initial Distribution Date, the Trustee shall transfer the Initial Deposit to the Distribution Account, and such amount shall constitute part of the Available Distribution Amount for such Distribution Date. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contractsas provided in such definition). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Cutoff Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the same. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"):) so transferred and assigned: (i) the original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay to the order of Deutsche Bank First Trust National Trust CompanyAssociation, as Trustee under for the applicable agreementregistered holders of Salomon Brothers Mortgage Securities VII, Inc., New Century AssetBacked Floating Rate Certificates, Series 1997-NC2, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned executed in blankthe following form: "First Trust National Association, without recourseas Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., New Century Asset-Backed Floating Rate Certificates, Series 1997-NC2"; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is locatedpolicy, together with all endorsements or riders which that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The Master Servicer shall promptly (within five Business Days following the Closing Date or as soon as practicable) submit or cause to be submitted for recording, at no expense to REMIC I, the Trustee, the Depositor or the Certificate Insurer, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable OriginatorSeller, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee, the Certificate Insurer and the Rating Agencies by the Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in Depositor herewith delivers to the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsTrustee an executed copy of the Mortgage Loan Purchase Agreement. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trustee for the benefit of the Certificateholders.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee Trustee, on behalf of the Trust, without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase AgreementAgreement and Assignment Agreement (including, but not limited to, the right to enforce the obligations of the other parties thereto (including the Guarantor) thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or and the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy Copies of the Mortgage Loan Purchase Agreement and the PMI Policy Assignment Agreement are attached hereto as Exhibit F-1 and the TrusteeExhibit F-2, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the samerespectively. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, with the Trustee Custodian pursuant to the following Custodial Agreement the documents or instruments with respect to each Mortgage Loan so transferred as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and assigned the following documents or instruments (a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, or as further described in the following form: "Pay Custodial Agreement, the Custodian will be required to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior review such Mortgage Loan Documents and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing deliver to the Trustee, or the Depositor, the Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to any lost Mortgage Notesuch review with exceptions noted thereon. In addition, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only under the Custodial Agreement the Depositor will be required to cure certain defects with respect to the Mortgage LoansLoan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% parties hereto acknowledge that the functions of the Pool Balance as of Trustee with respect to the Cut- off Date; (ii) the original Mortgagecustody, with evidence of recording thereonacceptance, inspection and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment release of the Mortgage assigned in blankFiles, without recourse; (iv) the original recorded intervening Assignment or Assignments including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the Mortgage showing a complete chain of assignment from certifications shall be performed by the originator Custodian pursuant to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any terms and conditions of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policyCustodial Agreement. The Depositor shall deliver or cause the Sponsor to deliver to the Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the TrusteeTrustee or Custodian, or to such documents including the appropriate Custodian on behalf mortgagee policy of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to title insurance and any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage LoanLoan Documents upon return from the recording office. The Master Servicer (shall not be responsible for any custodian fees or other costs incurred in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer obtaining such documents and the Trustee, following Depositor shall cause the later Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Closing DateDepositor acquired pursuant to the Assignment Agreement and the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004) and (ii) the date on which the Seller receives the Assignment from the Custodian Qualified Substitute Mortgage Loans (which, by definition as set forth herein and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and (iv) above warranties, the representation and shall execute each original Assignment referred to in section 2.01(iii) above warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the following form: "Deutsche Bank National Trust CompanyNew Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as Trustee defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because Illinois High Risk Home Loan Act, effective as of a defect thereinJanuary 1, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, 2004). The Depositor and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto Trust understand and agree that it is not intended that any mortgage loan Mortgage Loan be included in the Trust that is a "“High-Cost Home Loan" ” as defined by HOEPA in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable predatory as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) or abusive lending lawsa “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of the Initial Deposit and the Mortgage Loans. The Trustee hereby acknowledges the receipt by it from the Depositor of the Initial Deposit. The Trustee shall deposit and hold such amount uninvested in a non-interest bearing Eligible Account until the initial Distribution Date. On the initial Distribution Date, the Trustee shall transfer the Initial Deposit to the Distribution Account, and such amount shall constitute part of the Available Distribution Amount for such Distribution Date. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contractsas provided in such definition). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Cutoff Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the same. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"):) so transferred and assigned: (i) the original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay to the order of Deutsche Bank First Trust National Trust CompanyAssociation, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned executed in blankthe following form: "First Trust National Association, without recourseas Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement"; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is locatedpolicy, together with all endorsements or riders which that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The Master Servicer shall promptly (within five Business Days following the Closing Date or as soon as practicable) submit or cause to be submitted for recording, at no expense to REMIC I, the Trustee, the Depositor or the Certificate Insurer, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable OriginatorSeller, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee, the Certificate Insurer and the Rating Agencies by the Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in Depositor herewith delivers to the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsTrustee an executed copy of the Mortgage Loan Purchase Agreement. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trustee for the benefit of the Certificateholders.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. 2.01 Conveyance of the Mortgage Loans. The DepositorOn the Closing Date, concurrently with the execution and delivery hereof, does hereby Depositor will transfer, assign, set over and otherwise convey to the Trustee without recourse recourse, for the benefit of the Certificateholders and the Certificate Insurer Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). I. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameAgreement. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Custodian on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (in each case, a "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, blank or in the following form: form "Pay to the order of Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee under the applicable agreementagreemexx, without xithout recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lenderslender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in or, if the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Custodian on behalf of the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Custodian on behalf of the Trustee is unavailablesubsequently located, a written commitment or uniform binder or preliminary report such original Mortgage Note shall be delivered to the Custodian on behalf of title issued by the title insurance or escrow companyTrustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (and in no event later than thirty (30) within sixty Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, Days following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian Date and (iii) the date of receipt by the Master Servicer Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at the expense of the Responsible Party and at no expense to the Trust Fund Fund, the Trustee or the TrusteeDepositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and the Depositor shall execute each original Assignment referred or cause each original Assignment to in section 2.01(iii) above be executed in the following form: "Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee under the applicable agreement." In the Ix xxx event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) Seller shall promptly prepare or cause to be prepared (at the expense of the Responsible Party) a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. If the Responsible Party is unable to pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trustee shall not be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. 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 the Trustee or the Depositor receives written notice that failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided furtherprovided, however, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure the occurrence of the Master a Servicer Termination TestEvent of Default, (iii) the occurrence of a bankruptcy bankruptcy, insolvency or insolvency foreclosure relating to the SellerServicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and hereof, (v) if the Seller is not the Master Servicer and with respect to any one assignment or MortgageAssignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageMortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost Upon receipt of recording the Assignments of Mortgage, such expense will be paid written notice by the Trustee and from the Servicer that recording of the Assignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Depositor shall be reimbursable required to the Trustee as an Extraordinary Trust Fund Expensedeliver such Assignments or shall cause such Assignments to be delivered within 30 days following receipt of such notice. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, Trustee are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate InsurerCertificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION Section 2.01. Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey assign to the Trustee in respect of the Trust Fund without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Depositor in and to (i) the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on such the Mortgage Loans on or before in the month of the Cut-off Date)) and (ii) all proceeds of the foregoing. The Depositor herewith delivers to In addition, on the Closing Date, the Trustee an executed copy of is hereby directed to enter into the Mortgage Loan Purchase Swap Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and Trust Fund with the Certificate Insurer, acknowledges receipt of the same. Swap Counterparty. (b) In connection with such transfer assignment, and assignmentcontemporaneously with the delivery of this Agreement, except as set forth in Section 2.01(c) below and subject to Section 2.01(d) below, the Depositor does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"):assigned: (i) the The original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay recourse to the order of Deutsche Bank National Trust Company, as the Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete an unbroken chain of endorsement endorsements from the originator thereof to the Person so endorsing it to the Trustee, or with respect to any lost Destroyed Mortgage Note, an original Lost Note Affidavit; provided however, lost note affidavit from the related Seller or Residential Funding stating that such substitutions of Lost Note Affidavits for the original Mortgage Notes may occur only Note was lost, misplaced or destroyed, together with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% a copy of the Pool Balance as of the Cut- off Daterelated Mortgage Note; (ii) the The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereonindicated thereon or, and a copy, certified by if the appropriate original Mortgage has not yet been returned from the public recording office, a copy of the recorded power of attorney, if the original Mortgage was executed pursuant to a power of attorney, with evidence of recording indicated thereon; (iii) an original Assignment Unless the Mortgage Loan is registered on the MERS® System, the assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage assigned in blank, without recourseto the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon; (iv) the The original recorded intervening Assignment assignment or Assignments assignments of the Mortgage showing a complete an unbroken chain of assignment title from the originator to the Person assigning the Mortgage it to the Trustee as contemplated by (or to MERS, if the immediately preceding clause (iiiMortgage Loan is registered on the MERS® System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the original unrecorded intervening Assignments;Mortgage with evidence of recording indicated thereon; and (v) the The original or copies of each assumption, modification, written assurance assumption agreement or substitution preferred loan agreement, if any; and , relating to such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement. The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(ii), (viiii), (iv) and (v) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original lenders's title insurance policy of all of the documents or an attorney's opinion instruments set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of title or similar guarantee the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent such documents to the issuance Trustee or the Custodian that are the duly appointed agent or agents of such policythe Trustee. On the Closing Date, the Master Servicer shall certify that it has in its possession an original or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report copy of title issued by the title insurance or escrow company. If any each of the documents referred to in Sections 2.01(iiSection 2.01(b)(ii), (iii) or ), (iv) above has as of the Closing Date been submitted for recording but either and (xv) has not been returned from the applicable public recording office or (y) which has been lost or such public recording office has retained the original of such document, the obligations of the Depositor delivered to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified it by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policyDepositor. The Depositor shall deliver or cause to be delivered to the TrusteeDepositor, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana High Cost Home Loan Law effective January 1, 2005. (c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage Loan, if the Depositor cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof as permitted by HOEPA Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Depositor shall deliver or cause to be delivered to the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Depositor shall promptly cause to be recorded in the appropriate public office for real property records the Assignment referred to in clause (iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage, as applicable, as the mortgagee of record solely as nominee for Residential Funding and its successors and assigns. If any Assignment is lost or returned unrecorded to the Depositor because of any defect therein, the Depositor shall prepare a substitute Assignment or cure such defect, as the case may be, and cause such Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or Assignment, as applicable (or copy thereof as permitted by Section 2.01(b)), with evidence of recording indicated thereon upon receipt thereof from the public recording office or from the related Subservicer or Seller. If the Depositor delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in blank, the Depositor shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v) and that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement 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 (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes 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. (d) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided for in this Section 2.01 and the Uncertificated Regular Interests be construed as a sale by the Depositor to the Trustee of the Mortgage Loans and the Uncertificated Regular Interests for the benefit of the Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans and the Uncertificated Regular Interests by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the related Mortgage Note, the Mortgage, any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans or the Swap Agreement in accordance with the terms thereof, (C) any Uncertificated Regular Interests and any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the foregoing, and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Depositor to the Trustee of any security interest in any and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the Depositor pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable predatory jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or abusive lending lawsconfirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor and, at the Depositor's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the Uncertificated Regular Interests and the other property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans and the Uncertificated Regular Interests, as evidenced by an Officers' Certificate of the Depositor, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Depositor or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of Residential Funding or the Depositor, (3) any transfer of any interest of Residential Funding or the Depositor in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Depositor in any Uncertificated Regular Interests.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION Section 2.01. Conveyance of Mortgage Loans, MI Policies and Cap Agreements. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the (i) each Initial Mortgage Loans Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each 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 Mortgage Loans; (iv) its interest in the MI Policies; (v) its interest in the Cap Agreements; (vi) the rights of the Depositor under the Mortgage Loan Purchase Agreement, ; (vii) all other assets included or to be included in REMIC I the Trust Fund; and (including viii) all proceeds of any payments made under of the Cap Contracts)foregoing. Such assignment includes all interest and principal received by due to the Depositor or the Master Servicer on or after the Cut-off Date with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameLoans. In connection with such transfer and assignment, the Depositor Seller, on behalf of the Depositor, does hereby deliver to, and deposit withwith the Certificate Administrator, as the Trustee Trustee's designated agent, the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned and the Seller, on behalf of the Depositor, shall, in accordance with Section 2.09, deliver or caused to be delivered to the Certificate Administrator, as the Trustee's designated agent, with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File"): (i) the original Mortgage Note, Note endorsed in blank, without recourse, or in the following form: to "Pay to the order of Deutsche Bank National Trust CompanyThe Chase Manhattan Bank, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator pursuant to the Person so endorsing Agreement dated as of March 1, 2000, relating to the TrusteeNovaStar Home Equity Loan Asset-Backed Certificates, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate CutSeries 2000-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date1"; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller or the public recording office in which such original Mortgage has been recorded; (iii) an original assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage endorsed to "The Chase Manhattan Bank, as Trustee pursuant to the Agreement dated as of March 1, 2000, relating to the NovaStar Home Equity Loan Asset-Backed Certificates, Series 2000-1", and otherwise in recordable form; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, and or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy, copy of such original intervening assignment certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) Seller or the public recording office in which such original unrecorded intervening Assignmentsassignment has been recorded; (v) the original policy of title insurance (or copies a commitment for title insurance, if the policy is being held by the title insurance company pending recordation of the Mortgage); (vi) with respect to each Mortgage Loan insured by a MI Policy, a certificate of insurance or other evidence of such MI Policy; and (vii) a true and correct copy of each assumption, modification, written assurance consolidation or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent relating to the issuance Mortgage Loan. If a material defect in any Mortgage File is discovered which may materially and adversely affect the value of such policythe related Mortgage Loan, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any interests of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above Trustee or the applicable public recording office Certificateholders in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) such Mortgage Loan, including if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such any document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause required to be delivered to the Trustee, or Certificate Administrator has not been delivered (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under clause (iii) above for 180 days following submission of the assignment if the Seller has submitted such assignment for recording pursuant to the appropriate Custodian on behalf terms of the Trusteefollowing paragraph), the Seller shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Mortgage Loan for the related Mortgage Loan upon the same terms and conditions set forth in Section 3.01 of the Purchase Agreement as to the Initial Mortgage Loans and the Subsequent Mortgage Loans and Section 2.02(c) of the Purchase Agreement as to the Subsequent Mortgage Loans for breaches of representations and warranties. Promptly after the Closing Date in the case of an Initial Mortgage Loan or, in the case of a Subsequent Mortgage Loan, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver Subsequent Transfer Date (or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) after the date of receipt by transfer of any Eligible Substitute Mortgage Loan), the Master Servicer of the Seller at its own expense shall complete and submit for recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, records each Assignment of the assignments referred to in Sections 2.01(iiiclause (iii) and (iv) above and above, with such assignment completed in favor of the Trustee. While such assignment to be recorded is being recorded, the Certificate Administrator shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that retain a photocopy of such assignment. If any such Assignment assignment is lost or returned unrecorded to the Certificate Administrator because of a any defect therein, the Master Servicer (in its capacity as Seller) shall promptly Seller is required to prepare or cause to be prepared a substitute Assignment assignment or cure or cause to be cured such defect, as the case may be, and thereafter the Seller shall cause each such Assignment substitute assignment to be duly recordedrecorded in accordance with this paragraph. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments In instances where an original Mortgage or any original intervening assignment of Mortgage shall not be required to be submitted for recording is not, in accordance with clause (except with respect to any Mortgage Loan located in Marylandii) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (in the case of the Insured Certificatesiv) above, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording delivered by the Seller in the manner described above, at no expense to the Trust Fund or the TrusteeCertificate Administrator, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall prior to or on the Closing Date in the case of an Initial Mortgage Loan or, in the case of a Subsequent Mortgage Loan, prior to or on the Subsequent Transfer Date, the Seller will deliver or cause to be held by or delivered the originals of such documents to the Certificate Administrator, on behalf of the SellerTrustee, promptly upon receipt thereof. Effective on the Closing Date, the Transferor hereby acknowledges its acceptance of all right, title and interest to the Initial Mortgage Loans and other property, existing on the Closing Date and thereafter created and conveyed to it pursuant to this Section 2.01 and the Depositor hereby acknowledges its acceptance of all right, title and interest to the Initial Mortgage Loans and other property existing on the Closing Date and thereafter created and conveyed to it pursuant to this Section 2.01. The Trustee, as assignee or transferee of the Transferor and the Depositor, shall be entitled to all scheduled principal payments due after the Cut-off Date, all other payments of principal due and collected after the Cut-off Date, and all payments of interest on the Initial Mortgage Loans. No scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Transferor or the Depositor pursuant to the terms of the Purchase Agreement. Any late payment charges collected in connection with a Mortgage Loan shall be paid to the Servicer as provided in Section 3.15(b) hereof. The parties hereto intend that the transactions set forth herein constitute a sale by the Depositor to the Trust on the Closing Date of all the Depositor's right, title and interest in and to the Initial Mortgage Loans and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Depositor or hereby grants to the Master ServicerTrustee as of the Closing Date a security interest in all of the Depositor's right, as title and interest in, to and under the case may beInitial Mortgage Loans and such other property, to secure all of the Depositor's obligations hereunder and this Agreement shall constitute a security agreement under applicable law and in such event, the parties hereto acknowledge that the Certificate Administrator, in trust addition to holding the Initial Mortgage Loans on behalf of the Trustee for the benefit of the Trustee on behalf Certificateholders, holds the Initial Mortgage Loans as designee of the Certificateholders Depositor. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Virginia and the Certificate Insurer. In State of Kansas (which shall have been submitted for filing as of the event that Closing Date and each Subsequent Transfer Date, as applicable), any such original document is continuation statements with respect thereto and any amendments thereto required pursuant to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to change in the Trustee, or to the appropriate Custodian on behalf principal office of the Trustee. Any such original document delivered Seller, as are necessary to or held by perfect and protect the interests of the Transferor, the Depositor that is not required pursuant to and their respective assignees in each Initial Mortgage Loan and the terms proceeds thereof and the interests of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsand its assignees in each Subsequent Mortgage Loan and the proceeds thereof.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION Section 2.01. Restatement of the Trust; Conveyance of Mortgage Loans. (a) This Agreement amends and restates the Declaration of Trust in all respects. The DepositorTrustee will be acting not in its individual capacity but solely as Trustee hereunder. The office of the Trust Fund will be in care of the Trustee at its Corporate Trust Office, Attention: FDIC REMIC Trust 1996-C1. The actions heretofore taken by the Trustee under the authority of the Declaration of Trust are hereby ratified and confirmed. The Mortgage Loan Seller, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey assign to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the DepositorMortgage Loan Seller, including any security interest therein for the benefit of the DepositorMortgage Loan Seller, in in, to and to under (i) the Mortgage Loans Assets constituting Sub-Pool I and identified on Schedule 1, (ii) the Mortgage Loan ScheduleAssets constituting Sub-Pool II and identified on Schedule 2, the rights of the Depositor under the Mortgage Loan Purchase Agreement, and (iii) all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts)Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received by For purposes of reconciling the Depositor or the Master Servicer entitlement to funds paid on or with respect to the Mortgage Loans Assets, the following applies: (other than 1) All scheduled payments of principal and interest on the Mortgage Assets due on such Mortgage Loans on or before December 1, 1996, shall be and remain the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy property of the Mortgage Loan Purchase Agreement Seller. (2) All scheduled payments of principal and interest on the Mortgage Assets due on or after December 2, 1996, are hereby assigned to, and shall be the property of, the Trust Fund. (3) All Principal Prepayments (including any Balloon payments) of the Mortgage Assets made on or after November 22, 1996, are hereby assigned to, and shall be the property of, the Trust Fund. The Servicer shall remit funds that it holds as servicer of the Mortgage Assets in accordance with the foregoing not later than five Business Days from the Closing Date and shall provide an accounting of the funds to each of the Trustee and the PMI Policy and the Trustee, on behalf FDIC. The transfer of the Certificateholders Mortgage Assets and related property accomplished hereby is absolute and is intended by the Certificate Insurer, acknowledges receipt of the same. parties to constitute a sale. (b) In connection with such transfer and the Mortgage Loan Seller's assignment, the Depositor Mortgage Loan Seller does hereby deliver to, and deposit with, the Trustee, or to one or more Custodians as the agent or agents of the Trustee, the Mortgage File or Participation File for each Mortgage Asset so assigned. None of the Servicer, the Trustee or any such Custodian shall be liable for any failure by the following documents or instruments Mortgage Loan Seller to comply with respect the delivery requirements of this Section 2.01(b). (c) The FDIC shall, as to each Direct Mortgage Loan so transferred and assigned Lead Mortgage Loan, promptly (in any event within 60 days of the following documents or instruments Closing Date) cause the (a i) assignment of the Mortgage and the assignment of Assignment of Leases, Rents and Profits respectively specified in clauses (iv) and (v) of the definition of "Mortgage File"): (i) the original Mortgage Note, endorsed in blank, without recourse, or in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, with evidence of recording thereon, UCC-2s and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any of the documents UCC-3s referred to in Sections 2.01(ii), clause (iiiix) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original definition of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recordingrecording or filing, at no expense to the Trust Fund or the Trusteeits own expense, in the appropriate public office for real property records, each Assignment referred . Any such assignment delivered in blank shall be completed to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred the order of the Trustee prior to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that recording. If any such Assignment assignment is lost or returned unrecorded or unfiled because of a defect therein, the Master Servicer (in its capacity as Seller) FDIC shall promptly prepare or cause to be prepared a substitute Assignment therefor or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment the same to be duly recorded. Notwithstanding recorded or filed. (d) The Mortgage Loan Seller shall complete the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of endorsements on those Mortgage shall not be required Notes delivered in blank (or cause such to be submitted for recording completed) to the order of the Trustee. (except with respect to any e) All documents and records in the 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents 's possession relating to the Mortgage Loans that are not required to be a part of a Mortgage File in accordance with the definition thereof shall be delivered to the Trustee, Servicer on or to before the appropriate Custodian on behalf of the Trustee, are Closing Date and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, Servicer in trust for the benefit of the Trustee on behalf of the Certificateholders Certificateholders. (f) The Mortgage Loan Seller in connection with the execution and delivery of this Agreement is delivering a separate Assignment of Participation Interests. (g) In connection with the Mortgage Loan Seller's assignment pursuant to Section 2.01(a) and in consideration of receipt by the FDIC of, among other things, the Stripped Interest Certificates, the FDIC hereby represents and warrants that it has delivered to the Trustee and the Certificate InsurerServicer, on or before the Closing Date, a true, correct, complete and executed copy of the Limited Guaranty as in full force and effect, without amendment or modification, on the Closing Date. Section 2.02. Acceptance of the Lower-Tier REMIC by Trustee. (a) On or prior to the Closing Date, the Trustee shall deliver to the Mortgage Loan Seller, the FDIC and the Servicer an Initial Certification in the form annexed hereto as Exhibit B-1 (the "Initial Certification"). The Trustee, ------- by the execution and delivery of this Agreement, acknowledges receipt, subject to the provisions of Section 2.01 and to any exceptions noted on any exception report to the Initial Certification, of the documents specified in clauses (i) and (xiv) of the definition of "Mortgage File" (it being herein agreed that neither the Servicer nor the Trustee is under any obligation to, and neither in fact does, make any representation as to whether any of the other documents specified in the definition of "Mortgage File" exist or are required to be delivered to it), a copy of the fully executed Limited Guaranty and all other assets included in the Trust Fund in good faith, and without any notice of adverse claim, and declares that it or one or more Custodians on its behalf holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Lower-Tier REMIC and delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. In its review of the event that Mortgage Files pursuant to this Agreement, the Trustee may rely upon the purported due execution and genuineness of any such original document and on the purported genuineness of any signature thereon and shall not be responsible for determining whether any document is required pursuant enforceable, in recordable form or properly recorded. (c) Prior to the terms first anniversary date of this Section Agreement, the Trustee shall deliver to be the Mortgage Loan Seller, the FDIC and the Servicer a Final Certification in the form annexed hereto as Exhibit B-3 (the "Final ------- Certification"). (d) If, in the process of reviewing the Mortgage Files, the Trustee finds any document or documents constituting a part of a Mortgage File, such document shall be delivered promptly File not to the Trusteehave been properly executed, or to be missing or to be defective on its face in any material respect (each, a "Defect" in the appropriate related Mortgage File), the Trustee shall promptly so notify the Servicer, the FDIC and the Mortgage Loan Seller. (e) In case of the appointment of a Custodian, the reviews, receipts and certifications provided for herein shall be given by such Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending laws.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Conveyance of Mortgage Loans. The Depositor, concurrently with the execution and delivery hereofof this Agreement, does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit recourse, representation or warranty (except as provided herein) all of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Depositor in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights and any other assets constituting part of the Depositor under Trust Fund, to have and to hold, in trust, and the Mortgage Loan Purchase AgreementTrustee declares that, all other assets included or to be included in REMIC I (including any payments made under the Cap Contracts). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect subject to the Mortgage Loans (other than payments review provided for in Section 2.2, it has received and shall hold the Trust Fund as Trustee, in trust, for the benefit and use of principal the Holders of the Certificates and interest due on such Mortgage Loans on or before for the Cut-off Date). The Depositor herewith delivers purposes and subject to the Trustee an executed copy of the Mortgage Loan Purchase Agreement terms and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameconditions set forth in this Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee (with copies to the following documents or instruments with respect to each Mortgage Loan so transferred and assigned the following documents or instruments (a "Mortgage File"): (iServicer) the original Mortgage NoteDocuments. Promptly following such transfer and assignment, endorsed in blank, without recourse, or in the following form: "Pay Trustee shall release to the order of Deutsche Bank National Trust Company, as Trustee under Servicer the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Date; (ii) the original Mortgage, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor Servicer shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, hold 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 any Class of Certificates (in the case of the Insured Certificates, without regard to the Policy); provided further, however, each Assignment of Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf Certificateholders. The Servicer, at the expense of the Certificateholders Depositor, shall, within 30 days of the Closing Date, or, with respect to recently originated Mortgage Loans as to which the Servicer has not received, as of the Closing Date, recording information for the related Mortgage, within 30 days of receipt of such recording information, cause such Assignments to be duly submitted for recording in the name of the Trustee in the appropriate records depository for the jurisdictions in which the Mortgaged Properties are located and shall cause the receipt evidencing submission for recording and the Certificate InsurerAssignments after recordation to be delivered to the Trustee promptly upon the release thereof to the Servicer. In To the event extent it has not previously done so, the Servicer will cause appropriate filings reflecting the March 1996 change in Xxxxxx Corporation's name to Bluegreen Corporation to be duly submitted for recording in the appropriate records depository for the jurisdictions in which the Mortgaged Properties are located and shall cause the receipt evidencing submission for recording and the filings after recordation to be delivered to the Trustee promptly upon release thereof to the Servicer. The Trustee shall hold legal title to the Mortgage Loans as trustee for the benefit of the Certificateholders. The ownership of the Mortgage Notes, the Mortgages and the other Mortgage Documents is vested in the Trustee for the benefit of the Certificateholders. The Depositor, Bluegreen and the Servicer agree to take no action inconsistent with the Trustee's ownership of the Mortgage Loans and to promptly indicate to all inquiring parties that any the Mortgage Loans have been sold and to claim no ownership interest in the Mortgage Loans, other than in connection with a repurchase or substitution of a Defective Mortgage Loan by Bluegreen. The parties intend that the conveyance of the Depositor's right, title and interest in and to the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a purchase and sale and not a pledge of security for a loan. However, if such original document conveyance is required deemed to be a pledge for a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Section Agreement, the Depositor shall be deemed to have granted and the Depositor hereby grants to the Trustee for the benefit of the Certificateholders a first perfected priority security interest in all of the Depositor's right, title and interest in, to and under the Mortgage Loans and the balance of the Trust Fund, all payments of principal of or interest on such Mortgage Loans, all other payments made in respect of such Mortgage Loans and all accounts and funds established pursuant to this Agreement, and all proceeds thereof, to secure the payment of the Certificates and the obligations of the Depositor to the Trustee under this Agreement, and this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a part loan and the trust created by this Agreement terminates prior to the satisfaction of a Mortgage Filethe claims of any Person in any Certificates, such document the security interest created hereby shall continue in full force and effect, and the Trustee shall be delivered promptly deemed to be the collateral agent for the benefit of such Person, and all proceeds shall be distributed as provided herein. Within 10 Business Days after the Closing Date, Bluegreen will send, or cause to be sent, written notice to each Obligor of the sale, transfer and assignment of the related Mortgage Loan to the Trustee, or to the appropriate Custodian on behalf of the TrusteeCertificateholders. Any such original document delivered Prior to or held the execution of this Agreement, the Servicer and the Trustee will enter into a lock-box arrangement with Fleet Bank pursuant to which (a) all Obligors under the Mortgage Loans who do not utilize Bluegreen's "pre-authorized checking" payment program will be instructed to mail all payments on the Mortgage Loans to a lock-box maintained by the Depositor that is not required Trustee with such bank and (b) such bank will perform customary lock-box services and all funds received from Obligors will be deposited into the Collection Account. Certain of the Obligors utilize Bluegreen's "pre-authorized checking" program pursuant to which Fleet Bank automatically charges the applicable Obligor's account for payments owed under the Mortgage Loans. On the Closing Date, the Servicer shall direct Fleet Bank to cause all funds received by such bank regarding the Mortgage Loans under such "pre-authorized checking" program to be deposited into the Collection Account. As contemplated in Article III below, from time to time the Servicer will make Monthly Advances and deposit the amount thereof into the Collection Account. On or prior to the Closing Date, the Servicer and the Trustee will enter into a lock-box agreement and an automated wire transfer agreement with Fleet Bank in the form attached hereto as collective Exhibit E. Neither the Trustee nor the Servicer will amend such agreements without the prior written consent of the Holders of Certificates representing a majority of the principal balance of the Controlling Class. To the extent Fleet Bank elects to terminate either of such agreements, the Servicer will use commercially reasonable efforts to find a successor bank and cause the Obligors on the Mortgage Loans to remit payments to such successor as soon as is reasonably practicable. The Trustee acknowledges receipt of the Mortgage Documents delivered pursuant to Section 2.1, subject to the Trustee's review thereof under this Section 2.2, and declares that the Trustee holds and will hold such documents in trust, upon the terms herein set forth, for the use and benefit of this Section the Certificateholders. The Trustee does not have any actual knowledge of any adverse claims, liens or encumbrances on any of the assets so delivered, including without limitation, federal tax liens or liens arising under ERISA. The Trustee shall execute and deliver to be a part of a Mortgage FileBluegreen, shall be delivered promptly the Depositor and TIAA on the Closing Date the Initial Certification in the form annexed hereto as Exhibit I-1 to the Master Servicer. The parties hereto understand and agree effect that it is not intended that any mortgage loan be included has received the documents referred to in the Trust that is a definition of "High-Cost Home LoanMortgage Documents" as defined by HOEPA or any other applicable predatory or abusive lending lawspertaining to each Mortgage Loan listed on the Mortgage Loan Schedule, subject to its further review of the Mortgage Documents pursuant to Section 2.2.

Conveyance of Mortgage Loans Original Issuance of Certificates. SECTION 2.01. Section 2.1 Conveyance of Initial Mortgage Loans. The Depositor------------------------------------ (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, concurrently with the execution and delivery hereof, Transferor does hereby transfer, assign, set over and otherwise convey to U.S. Bank National Association, as Custodial Agent (the Trustee without recourse "Custodial Agent") for the Trustee, in trust for the benefit of the Certificateholders and the Certificate Insurer 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 DepositorTrust Balances of the Initial Mortgage Loans and interest accrued thereon, including as provided in this Agreement, (A) any security interest therein 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 DepositorInvestor 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, the rights of the Depositor under the Schedule (including Mortgage Loans added to such Mortgage Loan Purchase Agreement, Schedule from time to time) and all other assets included or to be included in REMIC I (including any payments made under property constituting the Cap Contracts). Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, acknowledges receipt of the sameTrust 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 assignmentconveyance by the Transferor, and except as provided in the immediately following paragraph, the Depositor does hereby Transferor shall deliver to, and deposit with, the Trustee 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 so transferred and assigned the following documents or instruments (a "Mortgage File"):Loan: (i) the original Mortgage Note, endorsed related Loan Agreement and any evidence of indebtedness executed by the related Mortgagor in blank, without recourse, or in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut- off Dateconnection therewith; (ii) the original Mortgage, related Mortgage with evidence of recording indicated thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording 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 original Assignment of the Mortgage assigned in blank, without recourse; (iv) the original recorded intervening Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Custodial Agent of such Mortgage to the Trustee as contemplated by in recordable form. Notwithstanding the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lenders's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such documentsentence, the obligations of the Depositor Transferor shall not be required to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trusteeto, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the applicable Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the applicable Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) abovedeposit with, the Depositor shall deliver Custodial Agent on or cause prior to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense with respect to the Trust Fund Initial Mortgage Loans and on or the Trustee, in the appropriate public office for real property records, each Assignment referred prior to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in section 2.01(iii) above in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In Transfer Date, with respect to the event that Subsequent Mortgage Loans and any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defectEligible Substitute Mortgage Loan, as the case may be, any of the documents or instruments identified in clauses (i) and thereafter cause each such Assignment (ii) above which the Transferor previously has delivered and deposited pursuant to be duly recorded. Notwithstanding a Prior Trust Pooling and Servicing Agreement or the foregoingXxxxx Xxxxxx Pooling and Servicing Agreement and which have not subsequently been released to the Transferor; provided, however, for administrative convenience -------- ------- that the Transferor shall furnish the Custodial Agent and facilitation of servicing and the Trustee with an Officer's Certificate on or prior to reduce closing coststhe Closing Date, the Assignments of Mortgage shall not be required to be submitted for recording (except 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 located 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 Maryland) unless such failure Officer's Certificate shall be considered to record would result in a withdrawal or a downgrading by any Rating Agency be part of the rating on any Class Mortgage Files for all purposes of Certificates (in this Agreement. If the case Transferor cannot deliver a Mortgage with evidence of recording thereon concurrently with the Insured Certificatesexecution and delivery of this Agreement, without regard with respect to the Policy); provided further, however, each Assignment of Initial Mortgage shall be submitted for recording by the Seller in the manner described above, at no expense Loans and on or prior to the Trust Fund or applicable Transfer Date, with respect to the TrusteeSubsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, the Transferor shall deliver to 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 earliest applicable public recording office, the Transferor shall deliver to occur of: the Custodial Agent either (i) reasonable direction by Holders such Mortgage with evidence of Certificates entitled to at least 25% of the Voting Rights, the Certificate Insurer recording indicated thereon or the NIMS Insurer, (ii) failure a true copy of the Master Servicer Termination Test, such Mortgage issued by such public recording office. (iiic) the occurrence of a bankruptcy or insolvency relating The Transferor hereby confirms to the SellerTrustee and the Custodial Agent that on or prior to the Closing Date, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment the Initial Mortgage Loans and on or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating prior to the Mortgagor under the related Mortgage. Notwithstanding the foregoingapplicable Transfer Date, if the Master Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense will be paid by the Trustee and shall be reimbursable with respect to the Trustee as an Extraordinary Trust Fund Expense. All original documents relating to the Subsequent Mortgage Loans that are not delivered to the Trusteeand any Eligible Substitute Mortgage Loan, it has caused or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicerwill cause, as the case may be, in trust 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 on behalf and constitute part of the Certificateholders 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 InsurerInsurance Policy to the Trustee. In The Custodial Agent hereby agrees not to transfer possession of the event 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 release of the Mortgage 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 any such original document is required Norwest Bank Minnesota, National Association shall act as Document Custodian of the documents referred to in Section 2.1(b) pursuant to the terms and conditions of this Section the Custodial Agreement as the agent of the Custodial Agent. Any and all documents required to be a part of a Mortgage File, such document delivered to the Custodial Agent hereunder shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as defined by HOEPA or any other applicable predatory or abusive lending lawsDocument Custodian.