Common use of CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES Clause in Contracts

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION 2.1 Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund together with (i) the Depositor’s right to (A) require the Seller to cure any breach of a representation or warranty made by the Seller pursuant to the MLPA, or (B) repurchase or substitute for any affected Mortgage Loan in accordance herewith, and (ii) all right, title and interest of the Depositor in, to and under the Servicing Agreement, which right has been assigned to the Depositor pursuant to the MLPA. (b) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Trustee or the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or the Custodian on its behalf within thirty (30) days following the Closing Date) for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned: (i) (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ________________, without recourse,” with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION 2.1 (a) Conveyance of Mortgage Loans. (a) The Depositor; Retention of Obligation to Fund Advances Under Credit Line Agreements. [________], concurrently with the execution and delivery hereofof this Agreement, does hereby sellstransfer, transfersassign, assigns, sets set over and otherwise conveys convey to the Trust without recourse (subject to Sections 2(b)and 2(d) all of its right, title and interest in and to (i) each Mortgage Loan, including its Asset Balance (including all Additional Balances) and all collections in respect thereof received on or after the Cut-off Date (excluding payments in respect of accrued interest due prior to the Cut-off Date or due in the month of ____________); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) [[________]'s rights under the hazard insurance policies,] (iv) the Collection Account (excluding net earnings thereon); (vii) the Policy, (viii) the Payment Account and (ix) all other assets included or to be included in the Trust for the benefit of Securityholders; provided, however, neither the Trustee nor the Trust assumes the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Trustee shall be obligated or permitted to fund any such future advances. Additional Balances shall be part of the related Asset Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2(a), and therefore part of the Trust property. In addition, on or prior to the Closing Date, [________] shall cause the Credit Enhancer to deliver the Policy to the Trustee for the benefit of the CertificateholdersSecurityholders. The foregoing transfer, without recourseassignment, all the right, title set-over and interest of the Depositor in and conveyance to the Trust Fund together shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. [________] agrees to take or cause to be taken such actions and execute such documents (including without limitation the filing of all necessary continuation statements for the UCC-1 financing statements filed in the State of __________ (which shall have been filed within 90 days of the Closing Date) describing the Cut-off Date Asset Balances and Additional Balances and naming [________] as debtor and the Trustee as secured party and any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of [________] or the filing of any additional UCC-1 financing statements due to the change in the principal office of [________] (within 90 days of any event necessitating such filing) as are necessary to perfect and protect the Securityholders' and Credit Enhancer's interests in each Cut-off Date Asset Balance and Additional Balances and the proceeds thereof (other than maintaining possession by the Trustee of the Mortgage Loans and the Mortgage Files, which possession will, subject to the terms hereof, be maintained by the Master Servicer as custodian and bailee of the Trustee). In connection with such transfer and assignment by [________], the Master Servicer acknowledges that it is holding as custodian and bailee for the Trustee the following documents or instruments (ithe "Related Documents") the Depositor’s right with respect to each Mortgage Loan: (A) require the Seller to cure any breach of a representation or warranty made by the Seller pursuant to the MLPA, or original Mortgage Note endorsed in blank; (B) repurchase an original Assignment of Mortgage in blank in recordable form; (C) the original recorded Mortgage or, if, in connection with any Mortgage Loan, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or substitute for any affected prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage Loan in accordance herewith, and (ii) all right, title and interest of the Depositor in, to and under the Servicing Agreement, which right has been assigned to the Depositor pursuant to the MLPA. (b) In connection with the transfer and assignment set forth in clause (a) abovedelivered for recordation or because such original Mortgage has been lost, the Depositor has delivered or caused to be delivered to the Trustee or the Custodian on its behalf (or[________], in the case of the Delay Delivery Mortgage Loans, will shall deliver or cause to be delivered to the Custodian, as agent for the Trustee, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of [________] stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (D) if applicable, the original intervening assignments, if any ("Intervening Assignments"), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to [________] or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (E) either (1) for each Mortgage Loan with a Credit Limit in excess of $_________, a title policy or (2) for all other Mortgage Loans, either a title policy, a title search or guaranty of title with respect to the related Mortgaged Property; (F) the original of any guaranty executed in connection with the Mortgage Note; (G) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (H) any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage; provided, however, that as to any Mortgage Loan, if (a) as evidenced by an Opinion of Counsel delivered to and in form and substance satisfactory to the Trustee and the Credit Enhancer, (x) an optical image or other representation of the related documents specified in clauses (i) through (viii) above are enforceable in the relevant jurisdictions to the same extent as the original of such document and (y) such optical image or other representation does not impair the ability of an owner of such Mortgage Loan to transfer its interest in such Mortgage Loan, and (b) the retention of such documents in such format will not result in a reduction in the then current rating of the Notes or Certificates, without regard to the Policy, such optical image or other representation may be held by the Master Servicer, as custodian for the Trustee or assignee in lieu of the physical documents specified above. The Seller hereby confirms to the Trustee that it has caused the portions of its electronic ledgers relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trust at the direction of [________]. The Master Servicer hereby confirms to the Trustee that it has clearly and unambiguously made appropriate entries in its general accounting records indicating that such Mortgage Loans constitute part of the Trust and are serviced by it on behalf of the Trust in accordance with the terms hereof. The parties hereto intend that the transaction set forth herein be a sale by [________] to the Trust of all [________]'s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, [________] hereby grants to the Trust a security interest in all of [________]'s right, title and interest in, to and under the Mortgage Loans whether now existing or hereafter created, all monies due or to become due on the Mortgage Loans and all proceeds of any thereof; and this Agreement shall constitute a security agreement under applicable law. Except as hereinafter provided, the Master Servicer shall be entitled to maintain possession of all of the foregoing documents and instruments and shall not be required to deliver any of them to the Trustee or the Custodian on its behalf within thirty (30) days following Owner Trustee. In the Closing Date) for the benefit event, however, that possession of the Certificateholders the following any of such documents or instruments with respect is required by any Person (including any such Trustee) acting as successor servicer pursuant to each Section 6(d) or 7(b) in order to carry out the duties of Master Servicer hereunder, then such successor shall be entitled to request delivery, at the expense of the Master Servicer, of such documents or instruments by the Master Servicer and to retain such documents or instruments for servicing purposes; provided that the Trustee or such servicers shall maintain such documents at such offices as may be required by any regulatory body having jurisdiction over such Mortgage Loan Loans. The Master Servicer's right to maintain possession of the documents enumerated above shall continue so assigned: (i) (A) long as the original Mortgage Note endorsed long term unsecured debt of [ ] is assigned ratings of at least "____" by manual or facsimile signature in blank in the following form: “Pay to the order of __________________ and "____" by _______________. At such time as the condition specified in the preceding sentence is not satisfied, without recourse,” with all intervening endorsements showing as promptly as practicable but in no event more than __ days in the case of clause (i) below and __ days in the case of clause (ii) below following the occurrence of such event (a complete chain "Delivery Event"), the Master Servicer shall, at its expense, (i) either (x) record an assignment of endorsement from Mortgage in favor of the originator Trustee (which may be a blanket assignment if permitted by applicable law) in the appropriate real property or other records or (y) deliver to the Person endorsing Trustee the assignment of such Mortgage Note (each such endorsement being sufficient in favor of the Trustee in form for recordation, together with an Opinion of Counsel addressed to transfer all the Trustee and the Credit Enhancer to the effect that recording is not required to protect the Trustee's right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trustee in the related Mortgage Loan, which Opinion of Counsel also shall be reasonably acceptable to each of the Rating Agencies (as evidenced in writing) and the Credit Enhancer, and (ii) unless an Opinion of Counsel, reasonably acceptable to the Trustee, the Rating Agencies (as evidenced in writing) and the Credit Enhancer, is delivered to the Trustee and the Credit Enhancer to the effect that delivery of the Mortgage NoteFiles is not necessary to protect the Trustee's right, title and interest in the related Mortgage Loans; provided that the lack of delivery will not result in a reduction in the then current rating of the "Notes or Certificates", without regard to the Policy, deliver the related Mortgage Files to the Trustee or to a custodian located in the State of [California] appointed by the Trustee and acceptable to the Rating Agencies and the Credit Enhancer to be held by the Custodian on behalf of the Trustees in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders and the Custodian on behalf of the Trustee shall retain possession thereof except to the extent the Master Servicer requires any Mortgage Files for normal servicing as contemplated by Section _____. The Trustee is hereby appointed as the attorney-in-fact of the Master Servicer with the power to prepare, execute and record Assignments of Mortgages in the event that the Master Servicer fails to do so on a timely basis as provided in this paragraph. Within 90 days following delivery, if any, of the Mortgage Files to the Trustee pursuant to the preceding paragraph, the Trustee shall review each such Mortgage File to ascertain that all required documents set forth in this Section 2(a) have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule and in so doing the Trustee may rely on the purported due execution and genuineness of any signature thereon. If within such 90-day period the Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee shall promptly upon the conclusion of its review notify the Issuer and the Credit Enhancer, and the Seller shall have a period of 90 days after such notice within which to correct or cure any such defect. The Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this Section 2(a); or. In reviewing any Mortgage File pursuant to this Section, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, whether any Person executing any document is authorized to do so or whether any signature thereon is genuine, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded.

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION Section 2.1 Creation and Declaration of Trust Estate; Conveyance of Mortgage Loans. (a) The DepositorAs of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor hereby sells, transfersconveys, assigns, sets over assigns and otherwise conveys transfers to the Issuer, without recourse, subject to Section 2.3, in trust, and for the exclusive benefit of the Securityholders as their respective interests may appear, all the Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from: (A) (i) the Mortgage Loans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, in respect of which the Depositor is causing to be delivered to the Indenture Trustee (or the Custodian) herewith the related Mortgage Files, and the Depositor’s interest in any collateral pledged to secure a Mortgage Loan, and all Scheduled Payments due after the Cut-off Date and all Principal Prepayments received with respect to the Mortgage Loans paid by the borrower after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) each Insurance Policy; (iii) the Sale Agreement (and delegates its obligations thereunder) and (iv) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing); and the Indenture Trustee declares that, subject to the review provided for in Section 2.2, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. Concurrently with the execution of this Agreement, the Swap Agreement and the Cap Agreement shall be delivered to the Issuer. In connection therewith, the Depositor hereby directs the Issuer to execute and deliver the Swap Agreement and the Cap Agreement on behalf of, and for the benefit of, the Securityholders. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture Trustee in favor of the Indenture Trustee, for the benefit of the Certificateholders, without recourse, all the right, title Securityholders. It is agreed and interest of understood by the Depositor and the Indenture Trustee (and the Depositor has so represented and recognized in and the Sale Agreement) that it is not intended that any Mortgage Loan to be included in the Trust Fund together with be (i) a “High Cost Home Loan” as defined in the Depositor’s right to New Jersey Home Ownership Act effective November 27, 2003, (Aii) require a “High Cost Home Loan” as defined in the Seller to cure any breach of New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a representation or warranty made by “High-Cost Home Mortgage Loan” as defined in the Seller pursuant to the MLPAMassachusetts Predatory Home Loan Practices Act effective November 7, 2004, or (Biv) repurchase or substitute for any affected Mortgage a “High Cost Home Loan” as defined in the Indiana Home Loan in accordance herewithPractices Act effective January 1, and (ii) all right, title and interest of the Depositor in, to and under the Servicing Agreement, which right has been assigned to the Depositor pursuant to the MLPA2005. (b) In connection with the transfer and assignment set forth in clause (a) abovesuch transfer, the Depositor has delivered or caused to be delivered to the Indenture Trustee (or the Custodian acting on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or the Custodian on its behalf within thirty (30) days following the Closing DateIndenture Trustee’s behalf) for the benefit of the Certificateholders Noteholders the following documents or instruments (collectively, the “Mortgage Loan Documents”) with respect to each Mortgage Loan so assigned:transferred (as to each, a “Mortgage File”): (i) (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ________________Indenture Trustee or in blank, without recourse,” , with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (the “Last Endorsee”) (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or (B) with respect to any Lost Mortgage Note, a lost note affidavit from the Depositor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note; (ii) except with respect to any Cooperative Loan, the original recorded Mortgage or a copy of such Mortgage certified by AMC, the Seller, the originating lender, settlement agent, or escrow company as being a true and complete copy of the Mortgage; (iii) except with respect to any Cooperative Loan and any MERS Mortgage Loans and except with respect to any Mortgage Loan for which the related Mortgage names the originating lender as beneficiary or mortgagee, either (A) a duly executed assignment of the Mortgage in blank, or (B) an original recorded assignment of the Mortgage from the Last Endorsee to the Indenture Trustee or a copy of such assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof which in either case may be included in a blanket assignment or assignments; (iv) except with respect to any Cooperative Loan and any MERS Mortgage Loans, each interim recorded assignment of such Mortgage, or a copy of each such interim recorded assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vi) except with respect to any Cooperative Loan, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Notes, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property; and (vii) in the case of a Cooperative Loan, the originals of the following documents or instruments (in addition to the documents required by clauses (i) and (iii) above): (A) The Cooperative Shares, together with a stock power in blank; (B) The executed Security Agreement; (C) The executed Proprietary Lease; (D) The executed Recognition Agreement; (E) The executed UCC original financing statement with evidence of recording xxxxxxx; and (F) Executed UCC amendments or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Indenture Trustee (or in blank) with evidence of recording thereon (or in a form suitable for recordation). In the event that with respect to any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage or (b) any recorded assignments or interim assignments satisfying the requirements of clause (iii) or (iv) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Depositor shall deliver such documents to the Custodian on behalf of the Indenture Trustee as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Depositor or the Servicer shall forward or cause to be forwarded to the Custodian on behalf of the Indenture Trustee (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor or the Servicer to the Indenture Trustee or the Custodian. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Depositor shall deliver to the Indenture Trustee or the Custodian a copy of such Mortgage certified (to the extent such certification is reasonably obtainable) by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that with respect to any Mortgage Loan the Depositor cannot deliver the original or duplicate original lender’s title policy (together with all riders thereto), satisfying the requirements of clause (vi) above, concurrently with the execution and delivery hereof because the related Mortgage or a related assignment has not been returned from the applicable public recording office, the Depositor shall promptly deliver to the Custodian on behalf of the Indenture Trustee such original or duplicate original lender’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, and in any event, within 720 days following the Closing Date. Subject to the immediately following sentence, as promptly as practicable subsequent to the transfer pursuant to clause (a) of this Section 2.1, and in any event within 30 days thereafter, the Servicer, at the expense of the Depositor, shall as to any Non-MERS Mortgage Loan with respect to which the Depositor delivers an assignment of the Mortgage in blank pursuant to clause (b)(iii)(A) of this Section 2.1, (i) complete each such assignment of Mortgage to conform to clause (b)(iii)(B) of this Section 2.1, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records each such assignment of the Mortgages, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignments in recordable form, the Servicer’s obligation to 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 receipt thereof. Notwithstanding the foregoing, the Servicer need not cause to be recorded any assignment which relates to a Non-MERS Mortgage Loan with respect to which the Mortgaged Property is located in any state other than the Required Recordation States. With respect to each MERS Mortgage Loan, the Servicer, at the expense of the Depositor, shall take such actions as are necessary to cause the Indenture Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Custodian on behalf of the Indenture Trustee, will deposit in the Custodial Account the portion of such payment that is required to be deposited in the Custodial Account pursuant to Section 3.5 hereof. The Seller shall at its expense 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 Custodian on behalf of the Indenture Trustee, such documents to include but not be limited to the mortgagee policy of title insurance and any mortgage loan documents upon their return from the recording office. Section 2.2 Acceptance by Indenture Trustee of the Trust Estate;

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION 2.1 (a) Conveyance of Mortgage Loans. (a) The Depositor; Retention of Obligation to Fund Advances Under Credit Line Agreements. [________], concurrently with the execution and delivery hereofof this Agreement, does hereby sellstransfer, transfersassign, assigns, sets set over and otherwise conveys convey to the Trust without recourse (subject to Sections 2(b)and 2(d) all of its right, title and interest in and to (i) each Mortgage Loan, including its Asset Balance (including all Additional Balances) and all collections in respect thereof received on or after the Cut-off Date (excluding payments in respect of accrued interest due prior to the Cut-off Date or due in the month of ____________); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) [[________]’s rights under the hazard insurance policies,] (iv) the Collection Account (excluding net earnings thereon); (vii) the Policy, (viii) the Payment Account and (ix) all other assets included or to be included in the Trust for the benefit of Securityholders; provided, however, neither the Trustee nor the Trust assumes the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Trustee shall be obligated or permitted to fund any such future advances. Additional Balances shall be part of the related Asset Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2(a), and therefore part of the Trust property. In addition, on or prior to the Closing Date, [________] shall cause the Credit Enhancer to deliver the Policy to the Trustee for the benefit of the CertificateholdersSecurityholders. The foregoing transfer, without recourseassignment, all the right, title set-over and interest of the Depositor in and conveyance to the Trust Fund together shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. [________] agrees to take or cause to be taken such actions and execute such documents (including without limitation the filing of all necessary continuation statements for the UCC-1 financing statements filed in the State of __________ (which shall have been filed within 90 days of the Closing Date) describing the Cut-off Date Asset Balances and Additional Balances and naming [________] as debtor and the Trustee as secured party and any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of [________] or the filing of any additional UCC-1 financing statements due to the change in the principal office of [________] (within 90 days of any event necessitating such filing) as are necessary to perfect and protect the Securityholders’ and Credit Enhancer’s interests in each Cut-off Date Asset Balance and Additional Balances and the proceeds thereof (other than maintaining possession by the Trustee of the Mortgage Loans and the Mortgage Files, which possession will, subject to the terms hereof, be maintained by the Master Servicer as custodian and bailee of the Trustee). In connection with such transfer and assignment by [________], the Master Servicer acknowledges that it is holding as custodian and bailee for the Trustee the following documents or instruments (ithe “Related Documents”) the Depositor’s right with respect to each Mortgage Loan: (A) require the Seller to cure any breach of a representation or warranty made by the Seller pursuant to the MLPA, or original Mortgage Note endorsed in blank; (B) repurchase an original Assignment of Mortgage in blank in recordable form; (C) the original recorded Mortgage or, if, in connection with any Mortgage Loan, the original recorded Mortgage with evidence of recording thereon cannot be delivered on or substitute for any affected prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage Loan in accordance herewith, and (ii) all right, title and interest of the Depositor in, to and under the Servicing Agreement, which right has been assigned to the Depositor pursuant to the MLPA. (b) In connection with the transfer and assignment set forth in clause (a) abovedelivered for recordation or because such original Mortgage has been lost, the Depositor has delivered or caused to be delivered to the Trustee or the Custodian on its behalf (or[________], in the case of the Delay Delivery Mortgage Loans, will shall deliver or cause to be delivered to the Custodian, as agent for the Trustee, a true and correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate of [________] stating that such original Mortgage has been dispatched to the appropriate public recording official or (ii) in the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (D) if applicable, the original intervening assignments, if any (“Intervening Assignments”), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to [________] or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate of the Seller stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (E) either (1) for each Mortgage Loan with a Credit Limit in excess of $_________, a title policy or (2) for all other Mortgage Loans, either a title policy, a title search or guaranty of title with respect to the related Mortgaged Property; (F) the original of any guaranty executed in connection with the Mortgage Note; (G) the original of each assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan; and (H) any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage; provided, however, that as to any Mortgage Loan, if (a) as evidenced by an Opinion of Counsel delivered to and in form and substance satisfactory to the Trustee and the Credit Enhancer, (x) an optical image or other representation of the related documents specified in clauses (i) through (viii) above are enforceable in the relevant jurisdictions to the same extent as the original of such document and (y) such optical image or other representation does not impair the ability of an owner of such Mortgage Loan to transfer its interest in such Mortgage Loan, and (b) the retention of such documents in such format will not result in a reduction in the then current rating of the Notes or Certificates, without regard to the Policy, such optical image or other representation may be held by the Master Servicer, as custodian for the Trustee or assignee in lieu of the physical documents specified above. The Seller hereby confirms to the Trustee that it has caused the portions of its electronic ledgers relating to the Mortgage Loans to be clearly and unambiguously marked, and has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trust at the direction of [________]. The Master Servicer hereby confirms to the Trustee that it has clearly and unambiguously made appropriate entries in its general accounting records indicating that such Mortgage Loans constitute part of the Trust and are serviced by it on behalf of the Trust in accordance with the terms hereof. The parties hereto intend that the transaction set forth herein be a sale by [________] to the Trust of all [________]’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, [________] hereby grants to the Trust a security interest in all of [________]’s right, title and interest in, to and under the Mortgage Loans whether now existing or hereafter created, all monies due or to become due on the Mortgage Loans and all proceeds of any thereof; and this Agreement shall constitute a security agreement under applicable law. Except as hereinafter provided, the Master Servicer shall be entitled to maintain possession of all of the foregoing documents and instruments and shall not be required to deliver any of them to the Trustee or the Custodian on its behalf within thirty (30) days following Owner Trustee. In the Closing Date) for the benefit event, however, that possession of the Certificateholders the following any of such documents or instruments with respect is required by any Person (including any such Trustee) acting as successor servicer pursuant to each Section 6(d) or 7(b) in order to carry out the duties of Master Servicer hereunder, then such successor shall be entitled to request delivery, at the expense of the Master Servicer, of such documents or instruments by the Master Servicer and to retain such documents or instruments for servicing purposes; provided that the Trustee or such servicers shall maintain such documents at such offices as may be required by any regulatory body having jurisdiction over such Mortgage Loan Loans. The Master Servicer’s right to maintain possession of the documents enumerated above shall continue so assigned: (i) (A) long as the original Mortgage Note endorsed long term unsecured debt of [ ] is assigned ratings of at least “____” by manual or facsimile signature in blank in the following form: “Pay to the order of __________________ and “____” by _______________. At such time as the condition specified in the preceding sentence is not satisfied, without recourse,” with all intervening endorsements showing as promptly as practicable but in no event more than __ days in the case of clause (i) below and __ days in the case of clause (ii) below following the occurrence of such event (a complete chain “Delivery Event”), the Master Servicer shall, at its expense, (i) either (x) record an assignment of endorsement from Mortgage in favor of the originator Trustee (which may be a blanket assignment if permitted by applicable law) in the appropriate real property or other records or (y) deliver to the Person endorsing Trustee the assignment of such Mortgage Note (each such endorsement being sufficient in favor of the Trustee in form for recordation, together with an Opinion of Counsel addressed to transfer all the Trustee and the Credit Enhancer to the effect that recording is not required to protect the Trustee’s right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trustee in the related Mortgage Loan, which Opinion of Counsel also shall be reasonably acceptable to each of the Rating Agencies (as evidenced in writing) and the Credit Enhancer, and (ii) unless an Opinion of Counsel, reasonably acceptable to the Trustee, the Rating Agencies (as evidenced in writing) and the Credit Enhancer, is delivered to the Trustee and the Credit Enhancer to the effect that delivery of the Mortgage NoteFiles is not necessary to protect the Trustee’s right, title and interest in the related Mortgage Loans; provided that the lack of delivery will not result in a reduction in the then current rating of the “Notes or Certificates”, without regard to the Policy, deliver the related Mortgage Files to the Trustee or to a custodian located in the State of [California] appointed by the Trustee and acceptable to the Rating Agencies and the Credit Enhancer to be held by the Custodian on behalf of the Trustees in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders and the Custodian on behalf of the Trustee shall retain possession thereof except to the extent the Master Servicer requires any Mortgage Files for normal servicing as contemplated by Section _____. The Trustee is hereby appointed as the attorney-in-fact of the Master Servicer with the power to prepare, execute and record Assignments of Mortgages in the event that the Master Servicer fails to do so on a timely basis as provided in this paragraph. Within 90 days following delivery, if any, of the Mortgage Files to the Trustee pursuant to the preceding paragraph, the Trustee shall review each such Mortgage File to ascertain that all required documents set forth in this Section 2(a) have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule and in so doing the Trustee may rely on the purported due execution and genuineness of any signature thereon. If within such 90-day period the Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee shall promptly upon the conclusion of its review notify the Issuer and the Credit Enhancer, and the Seller shall have a period of 90 days after such notice within which to correct or cure any such defect. The Trustee shall have no responsibility for reviewing any Mortgage File except as expressly provided in this Section 2(a); or. In reviewing any Mortgage File pursuant to this Section, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, whether any Person executing any document is authorized to do so or whether any signature thereon is genuine, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded.

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION Section 2.1 Conveyance of Mortgage Loans. (a) The Depositor[Initial Mortgage Loans] To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, concurrently the distribution of all other sums distributable hereunder with respect to the execution Certificates and delivery hereofthe performance of the covenants contained herein, the Depositor hereby sells, transfersconveys, assigns, sets over assigns and otherwise conveys transfers to the Trustee for the benefit of the CertificateholdersTrustee, in trust, without recourse, subject to Section 2.3, in trust, and for the exclusive benefit of the Certificateholders as their respective interests may appear, all the Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from: (A) (i) the Mortgage Loans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, in respect of which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith the related Mortgage Files, and the Depositor’s interest in any collateral pledged to secure a Mortgage Loan, and all Scheduled Payments due after the Cut-off Date and all Principal Prepayments received with respect to the Mortgage Loans paid by the borrower after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) each Insurance Policy; (iii) the Sale Agreement (and delegates its obligations thereunder) and (iv) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing); to pay the Certificates as specified herein (items (i) through (iv) above, collectively, the “Trust Fund”) and [(B) the Swap Agreement and the right to receive cash and all other assets constituting property of the Supplemental Interest Trust]. [[Subsequent Mortgage Loans] [Additional Mortgage Loans]. On each Transfer Date occurring during the [Pre-Funding Period] [Revolving Period], provided that each condition set forth in this Section 2.1(a) is satisfied, the Depositor shall convey to the Trustee, and the Trustee shall purchase pursuant to this Section 2.1(a), all [Subsequent Mortgage Loans] [Additional Mortgage Loans] which satisfy the criteria set forth in this Section 2.1(a) then offered for sale by the Depositor; provided, however, that the related aggregate Transfer Price shall not exceed the [Pre-Funding Amount] [Revolving Amount]. Subject to the conditions set forth in this Section 2.1(a), in consideration of the Securities Administrator’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the Transfer Price for the related [Subsequent Mortgage Loans] [Additional Mortgage Loans] from amounts on deposit in the related [Pre-Funding Account] [Revolving Amount], the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each [Subsequent Mortgage Loan] [Additional Mortgage Loan] (including all interest and principal thereon received after the related Subsequent Cut-off Date specified in the Transfer Supplement) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of such [Subsequent Mortgage Loan] [Additional Mortgage Loan] in the Mortgage Pool as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Custodian, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Sale Agreement with respect to the [Subsequent Mortgage Loans] [Additional Mortgage Loans] added to the Sale Agreement pursuant to such Transfer Supplement, but only to the extent assigned under the Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Sale Agreement as amended by the related Transfer Supplement as if, for such purpose, it were the Depositor. The Depositor shall on any Transfer Date transfer to the Trustee the applicable [Subsequent Mortgage Loans] [Additional Mortgage Loans] and the other property and rights related thereto described in the immediately preceding paragraph, as applicable, and the Trustee shall purchase such [Subsequent Mortgage Loans] [Additional Mortgage Loans], property and rights only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) [ ]; (ii) [ ]; and (iii) [ ]. [Concurrently with the execution of this Agreement, the Swap Agreement shall be delivered to the Securities Administrator on behalf of the Trustee. In connection therewith, the Depositor hereby directs the Trustee (solely in its capacity as such) to execute and deliver the Swap Agreement on behalf of, and for the benefit of, the Certificateholders. The Seller, the Master Servicer, the Securities Administrator, the Depositor, the Servicer and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Swap Agreement solely in its capacity as Trustee of the Trust Fund together with and not in its individual capacity.] It is agreed and understood by the Depositor and the Trustee (and the Seller has so represented and recognized in the Sale Agreement) that it is not intended that any Mortgage Loan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as defined in the Depositor’s right to New Jersey Home Ownership Act effective November 27, 2003, (Aii) require a “High-Cost Home Loan” as defined in the Seller to cure any breach of New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a representation or warranty made by “High-Risk Home Loan” as defined in the Seller pursuant to Illinois High-Risk Home Loan Act effective January 1, 2004, (iv) a “High-Cost Home Mortgage Loan” as defined in the MLPAMassachusetts Predatory Home Loan Practices Act effective November 7, 2004, or (Bv) repurchase or substitute for any affected Mortgage a “High Cost Home Loan” as defined in the Indiana Home Loan in accordance herewithPractices Act effective January 1, and (ii) all right, title and interest of the Depositor in, to and under the Servicing Agreement, which right has been assigned to the Depositor pursuant to the MLPA2005. (b) In connection with the transfer and assignment set forth in clause (a) abovesuch transfer, the Depositor has delivered or caused to be delivered to the Trustee (or the Custodian acting on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or the Custodian on its behalf within thirty (30) days following the Closing DateTrustee’s behalf) for the benefit of the Certificateholders the following documents or instruments (collectively, the “Mortgage Loan Documents”) with respect to each Mortgage Loan so assigned:transferred (as to each, a “Mortgage File”): (i) (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ________________Trustee or in blank, without recourse,” , with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (the “Last Endorsee”) (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or (B) with respect to any Lost Mortgage Note, a lost note affidavit from the Depositor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note; (ii) except with respect to any Cooperative Loan, the original recorded Mortgage or a copy of such Mortgage certified by the Seller, the originating lender, settlement agent, or escrow company as being a true and complete copy of the Mortgage; (iii) except with respect to any Cooperative Loan and any MERS Mortgage Loans and except with respect to any Mortgage Loan for which the related Mortgage names the originating lender as beneficiary or mortgagee, either (A) a duly executed assignment of the Mortgage in blank, or (B) an original recorded assignment of the Mortgage from the Last Endorsee to the Trustee or a copy of such assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof which in either case may be included in a blanket assignment or assignments; (iv) except with respect to any Cooperative Loan and any MERS Mortgage Loans, each interim recorded assignment of such Mortgage, or a copy of each such interim recorded assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vi) except with respect to any Cooperative Loan, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property; and (vii) in the case of a Cooperative Loan, the originals of the following documents or instruments (in addition to the documents required by clauses (i) and (iii) above): (A) The Cooperative Shares, together with a stock power in blank; (B) The executed Security Agreement; (C) The executed Proprietary Lease; (D) The executed Recognition Agreement; (E) The executed UCC original financing statement with evidence of recording thereon; and (F) Executed UCC amendments or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee (or in blank) with evidence of recording thereon (or in a form suitable for recordation). (viii) [all Revolving Credit Loan documents.] In the event that with respect to any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage or (b) any recorded assignments or interim assignments satisfying the requirements of clause (iii) or (iv) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Depositor shall deliver such documents to the Custodian on behalf of the Trustee as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date [(or, in the case of [Subsequent] [Additional] Mortgage Loan, the Transfer Date)]. The Depositor or the Servicer shall forward or cause to be forwarded to the Custodian on behalf of the Trustee (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor or the Servicer to the Trustee or the Custodian. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Depositor shall deliver to the Trustee or the Custodian a copy of such Mortgage certified (to the extent such certification is reasonably obtainable) by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that with respect to any Mortgage Loan the Depositor cannot deliver the original or duplicate original lender’s title policy (together with all riders thereto), satisfying the requirements of clause (vi) above, concurrently with the execution and delivery hereof because the related Mortgage or a related assignment has not been returned from the applicable public recording office, the Depositor shall promptly deliver to the Custodian on behalf of the Trustee such original or duplicate original lender’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, and in any event, within 720 days following the Closing Date [(or, in the case of [Subsequent] [Additional] Mortgage Loan, the Transfer Date)]. Subject to the immediately following sentence, as promptly as practicable subsequent to the transfer pursuant to clause (a) of this Section 2.1, and in any event within 30 days thereafter, the Servicer, at the expense of the Depositor, shall as to any Non-MERS Mortgage Loan with respect to which the Depositor delivers an assignment of the Mortgage in blank pursuant to clause (b)(iii)(A) of this Section 2.1, (i) complete each such assignment of Mortgage to conform to clause (b)(iii)(B) of this Section 2.1, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records each such assignment of the Mortgages, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignments in recordable form, the Servicer’s obligation to 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 receipt thereof. Notwithstanding the foregoing, the Servicer need not cause to be recorded any assignment which relates to a Non-MERS Mortgage Loan with respect to which the Mortgaged Property is located in any state other than the Required Recordation States. With respect to each MERS Mortgage Loan, the Servicer, at the expense of the Depositor, shall take such actions as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In the case of Mortgage Loans that have been prepaid in full as of the Closing Date [(or, in the case of [Subsequent] [Additional] Mortgage Loan, the Transfer Date)], the Depositor, in lieu of delivering the above documents to the Custodian on behalf of the Trustee, will deposit in the Custodial Account the portion of such payment that is required to be deposited in the Custodial Account pursuant to Section 3.5 hereof. The Seller shall at its expense 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 Custodian on behalf of the Trustee, such documents to include but not be limited to the mortgagee policy of title insurance and any mortgage loan documents upon their return from the recording office. Section 2.2 Acceptance by Trustee of the Mortgage Loans;

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION Section 2.1 Conveyance of Mortgage Loans.Loans ---------------------------- (a) The DepositorTo provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, concurrently the distribution of all other sums distributable hereunder with respect to the execution Certificates and delivery hereofthe performance of the covenants contained herein, the Depositor hereby bargains, sells, transfersconveys, assigns, sets over assigns and otherwise conveys transfers to the Trustee Trustee, in trust, without recourse and for the exclusive benefit of the Certificateholders, without recourseCertificateholders as their interests may appear, all the Depositor's right, title and interest of the Depositor in and to any and all benefits accruing to the Trust Fund together with Depositor from: (i) the Mortgage Loans, which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith (and all Substitute Mortgage Loans substituted therefor), together in each case with the related Mortgage Files and the Depositor’s right 's interest in any collateral that secured a Mortgage Loan but that is acquired by foreclosure or deed-in-lieu of foreclosure after the Closing Date, and all Scheduled Payments due after the Cut Off Date and all principal prepayments received with respect to (A) require the Seller to cure any breach of a representation or warranty made Mortgage Loans paid by the Seller pursuant to borrower after the MLPACut Off Date and proceeds of the conversion, voluntary or (B) repurchase or substitute for any affected Mortgage Loan in accordance herewithinvoluntary, and of the foregoing; (ii) all rightany Subsequent Mortgage Loans; (iii) the Sales Agreement, title except that the Depositor does not assign to the Trustee any of its rights under Sections 9 and interest 12 of the Depositor inSales Agreement; (iv) any Pre-Funding Account and the Capitalized Interest Account, whether in the form of cash, instruments, securities or other properties and (v) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and under the Servicing Agreementevery kind, and other forms of obligations and receivables, which right has been assigned at any time constitute all or part or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (items (i) through (v) above collectively, the "Trust Fund"). With respect to any Mortgage Loan that does not have a first payment date on or before the last day of the Due Period immediately preceding the first Distribution Date, the Depositor shall deposit into the Distribution Account on or before the Distribution Account Deposit Date relating to the Depositor pursuant first Distribution Date, an amount equal to one month's interest at the MLPArelated Net Rate on the Cut Off Date Principal Balance of such Mortgage Loan. (b) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Trustee or the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or the Custodian on its behalf within thirty (30) days following the Closing Date) for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan so assignedtransferred: (i) (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ________________Custodian or in blank, without recourse,” , with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (the "Last Endorsee") (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or (B) with respect to any Lost Mortgage Note, a lost note affidavit from the Depositor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note; (ii) except with respect to any Cooperative Loan, the original recorded Mortgage or a copy of such Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy of the Mortgage; (iii) except with respect to any Mortgage Loan for which the related Mortgage names the Custodian as nominee for the originating lender (or similar designation satisfactory to the Custodian), as beneficiary or mortgagee, either (A) a duly executed assignment of the Mortgage in blank, or (B) an original recorded assignment of the Mortgage from the Last Endorsee to the Custodian or a copy of such assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof which in either case may be included in a blanket assignment or assignments; (iv) each interim recorded assignment of such Mortgage, or a copy of each such interim recorded assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vi) except as to any second lien Mortgage Loan in the original principal amount of $50,000.00 or less, either the original or duplicate original title policy (including all riders thereto) with respect to the related mortgaged property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property; and (vii) in the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Coop Shares, together with a stock power in blank; (b) The executed Security Agreement;

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES. SECTION Section 2.1 Creation and Declaration of Trust Estate; Conveyance of Mortgage Loans. (a) The DepositorAs of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor hereby sells, transfersconveys, assigns, sets over assigns and otherwise conveys transfers to the Issuer, without recourse, subject to Section 2.3, in trust, and for the exclusive benefit of the Securityholders as their respective interests may appear, all the Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from: (A) (i) the Mortgage Loans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, in respect of which the Depositor is causing to be delivered to the Indenture Trustee (or the Custodian) herewith the related Mortgage Files, and the Depositor’s interest in any collateral pledged to secure a Mortgage Loan, and all Scheduled Payments due after the Cut-off Date and all Principal Prepayments received with respect to the Mortgage Loans paid by the borrower after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) each Insurance Policy; (iii) the Sale Agreement (and delegates its obligations thereunder) and (iv) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing); and the Indenture Trustee declares that, subject to the review provided for in Section 2.2, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. Concurrently with the execution of this Agreement, the Swap Agreement and the Cap Agreement shall be delivered to the Issuer. In connection therewith, the Depositor hereby directs the Issuer to execute and deliver the Swap Agreement and the Cap Agreement on behalf of, and for the benefit of, the Securityholders. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture Trustee in favor of the Indenture Trustee, for the benefit of the Certificateholders, without recourse, all the right, title Securityholders. It is agreed and interest of understood by the Depositor and the Indenture Trustee (and the Depositor has so represented and recognized in and the Sale Agreement) that it is not intended that any Mortgage Loan to be included in the Trust Fund together with be either (i) a “High-Cost Home Loan” as defined in the Depositor’s right to (A) require the Seller to cure any breach of a representation or warranty made by the Seller pursuant to the MLPANew Jersey Home Ownership Act effective November 27, 2003, or (B) repurchase or substitute for any affected Mortgage Loan in accordance herewith, and (ii) all righta “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, title and interest of the Depositor in, to and under the Servicing Agreement, which right has been assigned to the Depositor pursuant to the MLPA2004. (b) In connection with the transfer and assignment set forth in clause (a) abovesuch transfer, the Depositor has delivered or caused to be delivered to the Indenture Trustee (or the Custodian acting on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or the Custodian on its behalf within thirty (30) days following the Closing DateIndenture Trustee’s behalf) for the benefit of the Certificateholders Noteholders the following documents or instruments (collectively, the “Mortgage Loan Documents”) with respect to each Mortgage Loan so assigned:transferred (as to each, a “Mortgage File”): (i) (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ________________Indenture Trustee or in blank, without recourse,” , with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (the “Last Endorsee”) (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or (B) with respect to any Lost Mortgage Note, a lost note affidavit from the Depositor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note; (ii) except with respect to any Cooperative Loan, the original recorded Mortgage or a copy of such Mortgage certified by AMC, the Seller, the originating lender, settlement agent, or escrow company as being a true and complete copy of the Mortgage; (iii) except with respect to any Cooperative Loan and any MERS Mortgage Loans and except with respect to any Mortgage Loan for which the related Mortgage names the originating lender as beneficiary or mortgagee, either (A) a duly executed assignment of the Mortgage in blank, or (B) an original recorded assignment of the Mortgage from the Last Endorsee to the Indenture Trustee or a copy of such assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof which in either case may be included in a blanket assignment or assignments; (iv) except with respect to any Cooperative Loan and any MERS Mortgage Loans, each interim recorded assignment of such Mortgage, or a copy of each such interim recorded assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vi) except with respect to any Cooperative Loan, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Notes, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property; and (vii) in the case of a Cooperative Loan, the originals of the following documents or instruments (in addition to the documents required by clauses (i) and (iii) above): (A) The Cooperative Shares, together with a stock power in blank; (B) The executed Security Agreement; (C) The executed Proprietary Lease; (D) The executed Recognition Agreement; (E) The executed UCC original financing statement with evidence of recording xxxxxxx; and (F) Executed UCC amendments or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Indenture Trustee (or in blank) with evidence of recording thereon (or in a form suitable for recordation). In the event that with respect to any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage or (b) any recorded assignments or interim assignments satisfying the requirements of clause (iii) or (iv) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Depositor shall deliver such documents to the Custodian on behalf of the Indenture Trustee as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Depositor or the Servicer shall forward or cause to be forwarded to the Custodian on behalf of the Indenture Trustee (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor or the Servicer to the Indenture Trustee or the Custodian. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Depositor shall deliver to the Indenture Trustee or the Custodian a copy of such Mortgage certified (to the extent such certification is reasonably obtainable) by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that with respect to any Mortgage Loan the Depositor cannot deliver the original or duplicate original lender’s title policy (together with all riders thereto), satisfying the requirements of clause (vi) above, concurrently with the execution and delivery hereof because the related Mortgage or a related assignment has not been returned from the applicable public recording office, the Depositor shall promptly deliver to the Custodian on behalf of the Indenture Trustee such original or duplicate original lender’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, and in any event, within 720 days following the Closing Date. Subject to the immediately following sentence, as promptly as practicable subsequent to the transfer pursuant to clause (a) of this Section 2.1, and in any event within 30 days thereafter, the Servicer, at the expense of the Depositor, shall as to any Non-MERS Mortgage Loan with respect to which the Depositor delivers an assignment of the Mortgage in blank pursuant to clause (b)(iii)(A) of this Section 2.1, (i) complete each such assignment of Mortgage to conform to clause (b)(iii)(B) of this Section 2.1, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records each such assignment of the Mortgages, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignments in recordable form, the Servicer’s obligation to 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 receipt thereof. Notwithstanding the foregoing, the Servicer need not cause to be recorded any assignment which relates to a Non-MERS Mortgage Loan with respect to which the Mortgaged Property is located in any state other than the Required Recordation States. With respect to each MERS Mortgage Loan, the Servicer, at the expense of the Depositor, shall take such actions as are necessary to cause the Indenture Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Custodian on behalf of the Indenture Trustee, will deposit in the Custodial Account the portion of such payment that is required to be deposited in the Custodial Account pursuant to Section 3.5 hereof. The Seller shall at its expense 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 Custodian on behalf of the Indenture Trustee, such documents to include but not be limited to the mortgagee policy of title insurance and any mortgage loan documents upon their return from the recording office. Section 2.2 Acceptance by Indenture Trustee of the Trust Estate;