Common use of Conveyance of the Mortgage Loans Clause in Contracts

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 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 Agreements, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreements and the Assignment Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder) , and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the applicable 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 executed copies of the Mortgage Loan Purchase Agreements, the Servicing Agreements and Assignment Agreements and the [______________] PMI Policy. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, with the Trust Administrator, as custodian for applicable Custodian pursuant to the Trustee (in which capacity related Custodial Agreement the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A as described under Section 2 of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of [___________________, as Trustee under ] Custodial Agreement and the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of [_________________ ] Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and as trustee," further described in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or [_______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, ] Custodial Agreement and 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 executed in the following form: "[______________] Custodial Agreement, the applicable Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Master Servicer and the Seller certifications (in the forms attached to the Custodial Agreements) with respect to such review with exceptions noted thereon. In addition, the Depositor under the [______________, as Trustee under ] Custodial Agreement and the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute Depositor and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of [______________] under the [_________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of __] Custodial Agreement will have to cure certain defects with respect to the Original Mortgage Loans, by outstanding principal balance of Loan Documents for the Original related Mortgage Loans as of after the Cut-off Date, if any original Mortgage Note referred to in Section 2.01(i) above cannot be located, the obligations of delivery thereof by the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator if delivery pursuant to clause (2) above will be made Custodian as 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholdersparticularly set forth therein.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement and PMI Policy. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________Wells Fargo Bank Xxxxesota, National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. The Master Servicer, in its capacity as Originator, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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 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(iii) and (iv) above and in connection therewith, the Master Servicer shall cause each original Assignment to be executed in the following form: "Wells Fargo Bank Xxxxesota, National Association, 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 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 of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Depositor is informed by the Rating Agencies that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted 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 the Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Master Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Master Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Master Servicer, in its capacity as Originator, shall deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Master Servicer. 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, 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. Such assignment includes all interest and principal received by the Depositor or either and the 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). A copy of the Mortgage Loan Purchase Agreement is attached hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, with the Trust Administrator, as custodian for related Custodian pursuant to the Trustee (in which capacity related Custodial Agreement the Trust Administrator 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 as described under Section 2 of the Custodial Agreements (a "Mortgage File"): (i) (A) with respect to each the “Mortgage Loan on Part A of Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute Documents and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust AdministratorDepositor, the Certificate Insurer Servicer and the Rating Agencies Sponsor certifications (in the forms attached to the Custodial Agreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the related Originator if Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to clause (2) above will be made more than 180 days after the Closing Date. If terms and conditions of 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 Trust Administrator, 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 Trust Administrator promptly upon receipt thereof any other original Trustee or Custodians, such documents constituting a part including the mortgagee policy of a Mortgage File received with respect to title insurance and any Mortgage Loan, including, but Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the 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, any original documents evidencing an assumption or modification of any to (i) Mortgage Loan. All original documents relating Loans (which the Depositor acquired pursuant to the Mortgage Loans that are not delivered to the Trust Administrator are Loan Purchase Agreement, which contains, among other representations and shall be held by or on behalf warranties, a representation and warranty of the related OriginatorSponsor 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) 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 Sellerrepresentation and warranty of the Sponsor that no Qualified Substitute 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 Depositor or the related ServicerNew Mexico Home Loan Protection Act effective January 1, 2004, as defined in the case may beMassachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in trust for the benefit 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). The Depositor and the Trustee on behalf of the Certificateholders Trust understand and the Certificate Insurer. In the event agree that it is not intended that any such original document is required pursuant to the terms of this Section to Mortgage Loan be a part of a Mortgage File, such document shall be delivered promptly to included in the Trust Administrator. Any such original document delivered to or held by the Depositor that is not required pursuant to a “High-Cost Home Loan” as defined in the terms 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 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 this Section to be a part of a Mortgage FileJanuary 1, shall be delivered promptly to the related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders2004.

Conveyance of the Mortgage Loans. The Seller with respect to the Seller Mortgage Loans and the Conduit Seller with respect to the Conduit Mortgage Loans each hereby bargains, sells, conveys, assigns and transfers to the Depositor, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of its right, title and interest in and to the Mortgage Loans, including (a) all principal collected and interest due on the Mortgage Loans on and after the Cut-Off Date and any and all other benefits accruing from the Mortgage Loans which the Seller and the Conduit Seller, respectively, is causing to be delivered to the Trustee or the Custodian as designee of the Trustee, together with the related Mortgage Documents and the Seller's and Conduit Seller's respective interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the rights of each of the Seller and the Conduit Seller in each of the MI Policies relating to the applicable Group I Mortgage Loans; and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance (in addition to the MI Policies), flood insurance, hazard insurance and 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 of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (the "Mortgage Loan Assets"). 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, for the benefit of the Certificateholders and Holders of the Certificate InsurerCertificates, 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 Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreements, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust AdministratorEstate. The Trust AdministratorTrustee acknowledges such sale, at accepts the expense of trusts hereunder in accordance with the related Servicer, shall promptly (within sixty Business Days following provisions hereof and agrees to perform the later of duties herein in accordance with the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 provisions of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________Wells Fargo Bank, X.X., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.00% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. The Master Servicer, in its capacity as Originator, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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 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(iii) and (iv) above and in connection therewith, the Master Servicer shall cause each original Assignment to be executed in the following form: "Wells Fargo Bank, X.X., 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 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 of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Depositor is informed by the Rating Agencies that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted 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 the Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Master Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Master Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Master Servicer, in its capacity as Originator, shall deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Master Servicer. 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor herewith delivers to hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Trust and the Trust Administrator an executed copy Holders of the Mortgage Loan Purchase AgreementsClass A-1, Class A-2, Class A-3 and Mezzanine Certificates. In addition to the foregoingThe Seller, the Depositor Depositor, the Master Servicer and the Holders of the Class A-1, Class A-2, Class A-3 and Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall cause execute, deliver and perform the Certificate Insurer to deliver Trust's obligations under the Policy to Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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, the Master Agreements (as assigned to the Depositor pursuant to the Originator Assignment Agreements) and the Servicing Agreements (as assigned to the Depositor pursuant to the Servicer Assignment Agreements), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement and execution copies of the Servicing Agreements and the Master Agreements. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator willCustodian, unless otherwise specified, be acting under this Article II)with respect the related Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Administrator, the Trustee or the Custodian, as applicable, of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Administrator, the Trustee or the Custodian with respect to the related Mortgage Files, is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Administrator, the Trustee or the Custodian, as applicable, within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trust Administrator, the Trustee or the Custodian, as applicable, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the such party of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of the related Originator or the Seller pursuant to the terms of the related Master Agreements or the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trust Administrator, the Trustee, the Custodian or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of the related Originator or the Seller pursuant to the terms of the related Master Agreement or the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of the related Originator or the Seller pursuant to the Master Agreement or the Mortgage Loan Purchase Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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. 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 Trust Administrator Administrator, the Trustee or the Custodian, as applicable, of a copy of each such document certified by the related Originator or the 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 related Originatorapplicable Originator or the Seller, delivery to the Trust Administrator Administrator, the Trustee or the Custodian, as applicable, 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator or 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 Trust Administrator, the Trustee or the Custodian, as applicable, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator Administrator, the Trustee or the Custodian, as applicable, 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Administrator, the Trustee or the Custodian, as applicable, are and shall be held by or on behalf of the related Originator, the Seller, the Depositor Depositor, the related Servicer or the related 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 Trust Administrator, the Trustee or the Custodian, as applicable. 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 related Servicer. The Depositor herewith delivers to and the Trustee hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust Administrator an executed copy that is a "High-Cost Home Loan" as defined by the Homeownership and Equity Protection Act of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders1994 or any other applicable predatory or abusive lending laws.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 each Mortgage Loan Purchase AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage NoteNote (including any riders thereto), endorsed in blank or in the following form: "Pay to the order of ___________________[NAME OF TRUSTEE], as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall enforce the obligation of the Seller or the related Originator, as applicable, under the related Mortgage Loan Purchase Agreement to promptly (within sixty days following the later of the Closing Date and the date of receipt by the 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 related Originator and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, 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 or cause each original Assignment to be executed in the following form: "[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 Seller or the related Originator, as applicable, 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 the related Originator 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, payments made to the Trustee by the Swap Administrator under the Swap Administration Agreement and the Swap Account and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: form "Pay to the order of [___________________], as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately [___]% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Seller 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 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(iii) and (iv) above and the Depositor shall execute each original Assignment or cause each original Assignment to be executed in the following form: "[_______________], as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the 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. If the Seller 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; PROVIDED, 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 for recording (at the expense of 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, (ii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iii) the occurrence of a servicing transfer as described in Section 7.02 hereof, (iv) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (v) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor herewith delivers hereby directs the Trustee to execute, deliver and perform its obligations under the Interest Rate Swap Agreement and to assign any rights to receive payments from the Swap Provider to the Swap Administrator pursuant to the Swap Administration Agreement and the Depositor further directs the Trustee to execute, deliver and perform its obligation under the Swap Administration Agreement. The Seller, the Depositor, the Servicer and the Holders of the Offered Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and the Swap Administration Agreement and shall do so solely in its capacity as Trustee of the Trust Fund or as Swap Administrator, as the case may be, and not in its individual capacity. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee's execution of the Interest Rate Swap Agreement and the Trust Administrator an executed copy Swap Administration Agreement, and the performance of its duties and satisfaction of its obligations thereunder. The Depositor shall deliver or cause the Mortgage Loan Purchase Agreements. In addition related Originator or the Trustee to deliver to the foregoingServicer copies of all trailing documents required to be included in the servicing file at the same time the originals or certified copies thereof are delivered to the Trustee, such documents including but not limited to the mortgagee policy of title insurance and any mortgage loan documents upon return from the recording office. The Servicer shall not be responsible for any fees or other costs incurred in obtaining such documents and the Depositor shall cause reimburse the Certificate Insurer to deliver the Policy to the Trust Administrator Servicer for the benefit of the Certificateholdersany such costs it may incur in connection with performing its obligations under this Agreement.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereofof this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee Trust without recourse, for the benefit recourse (subject to Sections 2.02 and 2.04) all of the Certificateholders and the Certificate Insurer, all the its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan and the related Mortgage File, including its Cut-Off Date Principal Balance (including all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal received after the related Cut-Off Date; (ii) property that secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) any insurance policies maintained in respect of the Mortgage Loans identified on (including any insurance proceeds); (iv) the Mortgage Loan ScheduleCollection Account, the rights of the Depositor under Distribution Account and all funds and other property on deposit from time to time therein; (v) the Mortgage Loan Purchase Agreements, and Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) all other assets included or to be included in REMIC I. Such assignment includes the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer (provided, however, that neither the Owner Trustee nor the Trust assumes any obligation under any Mortgage Note for the funding of future Draws to the Mortgagor thereunder, and neither the Owner Trustee nor the Trust will be obligated or permitted to fund any such future Draws); and (vii) any and all interest proceeds of the foregoing. Additional Balances shall be included in the related Principal Balance transferred to the Trust pursuant to this Section 2.01 and principal received by therefore will be part of the corpus of the Trust. The Seller and the Depositor agree to take or either Servicer on or cause to be taken such actions (including without limitation (i) the filing of the UCC-1 financing statements with respect the Secretary of State of the State of Tennessee, in the case of the Seller, and the Secretary of State of the State of Delaware, in the case of the Depositor and the Trust, in each case by no later than 10 days after the Closing Date, describing the Cut-Off Date Principal Balances and Additional Balances related to the Mortgage Loans and (other than payments x) naming the Seller as debtor and the Depositor as secured party, in the case of principal the UCC-1 financing statement for the Seller, (y) naming the Depositor as debtor and interest due the Trust as secured party, in the case of the UCC-1 financing statement for the Depositor, and (z) naming the Trust as debtor and the Indenture Trustee as secured party, in the case of the UCC-1 financing statement for the Trust, and (ii) the filing of any amendments to such UCC-1 financing statements required to reflect a change in the name or jurisdiction of organization of the Seller, the Depositor or the Trust, as the case may be, within 30 days of any event necessitating such filing) as are necessary to perfect and protect the Depositor’s interest, in the case of the Seller, the Trust’s interest, in the case of the Depositor, and the Class A Noteholders’, the Indenture Trustee’s and the Insurer’s interests, in the case of the Trust, in each Cut-Off Date Principal Balance and Additional Balances related to the Mortgage Loans and the proceeds thereof. In addition, the Master Servicer agrees to file or cause to be filed continuation statements with respect to such financing statements as required and for as long as this Agreement and the Indenture remain outstanding. In the event any loss is suffered by the Insurer or the Indenture Trustee, on behalf of the Class A Noteholders in respect of any Mortgage Loan as a result of a failure by the Seller or the Depositor to file on or prior to the Closing Date the UCC-1 financing statements referred to in this Section 2.01, the Seller shall on the Business Day next preceding the Payment Date in the month following the Due Period during which such loss occurred purchase such Mortgage Loans Loan. Such purchase shall be accomplished in the same manner as set forth in Section 2.02. In addition, on or before prior to the Cut-off Closing Date). , the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of the Class A Noteholders. (b) (i) In connection with such transfer transfer, assignment, sale and assignmentconveyance by the Depositor, the Depositor does hereby shall cause the Seller to deliver or have delivered to, and deposit with, the Trust Administrator, as custodian for the Indenture Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article IIor its designee), the following documents on or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following before the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholderscomputer readable format.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "“Mortgage File"”): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, ” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's ’s title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding principal balance 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's ’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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's ’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to 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 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives written notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor herewith delivers to hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Holders of the Class A Certificates and the Trust Administrator an executed copy Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Mortgage Loan Purchase Agreements. In addition to Class A Certificates and the foregoingMezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Depositor Cap Contracts and shall cause the Certificate Insurer to deliver the Policy to do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement and PMI Policies. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "“Mortgage File"”): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "“Pay to the order of ___________________Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, ” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's ’s title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.00% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. The Master Servicer, in its capacity as Originator, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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 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(iii) and (iv) above and in connection therewith, the Master Servicer shall cause each original Assignment to be executed in the following form: “Xxxxx 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 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 of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Depositor is informed by the Rating Agencies that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted 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 the Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Master Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Master Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Master Servicer, in its capacity as Originator, shall deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Master Servicer. 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's ’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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's ’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor herewith delivers to hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Trust and the Trust Administrator an executed copy Holders of the Mortgage Loan Purchase Agreements. In addition to the foregoingGroup I Certificates, the Depositor Group II Certificates and Mezzanine Certificates. The Seller, the Depositor, the Master Servicer and the Holders of the Group I Certificates, the Group II Certificates and Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall cause execute, deliver and perform the Certificate Insurer to deliver Trust’s obligations under the Policy to Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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, without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II), the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned assigned, and the Depositor shall, in accordance with Section 2.11, deliver or cause to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to a Mortgage Loan, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ______________________, as Trustee for the registered holders of New Century Mortgage Securities, Inc., under the applicable pooling and servicing agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee for the registered holders of New Century Mortgage Securities, Inc., under the applicable pooling and servicing agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related Master Servicer, shall promptly (within sixty Business Days following the later of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and the date of receipt by the Trust Administrator Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Initial Mortgage Loans, by outstanding principal balance of the Original Initial 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related OriginatorSeller, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans). 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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, without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 assigned, the following documents or instruments (with respect to a Mortgage Loan, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________Bankers Trust Company, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________Bankers Trust Company, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance consolidation or substitution agreementextension agreements with evidence of recording thereon, if any; and (vi) the original or copies of each lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorMaster Servicer, at the expense of the related Servicerits own expense, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator if delivery pursuant to clause (2) above will be made more than 180 270 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereofof this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee Trust without recourse, for the benefit recourse (subject to Sections 2.02 and 2.04) all of the Certificateholders and the Certificate Insurer, all the its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan and the related Mortgage File, including its Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date; (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under the insurance policies in respect of the Mortgage Loans identified (including any Insurance Proceeds); (iv) amounts on deposit in the Mortgage Loan Schedule, Collection Account and the Distribution Account; (v) its rights of the Depositor under the Mortgage Loan Purchase Agreements, and Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) all other assets included or to be included in REMIC I. Such assignment includes the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer and (vii) any and all interest and principal received by proceeds of the Depositor or either Servicer foregoing. In addition, on or with respect prior to the Mortgage Loans (other than payments Closing Date, the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of principal and interest due on such Mortgage Loans on or before the Cut-off Date)Class A Noteholders. In connection with such transfer transfer, assignment, sale and assignmentconveyance by the Depositor, the Depositor does hereby shall, within ___ days of an Assignment Event, cause the Seller to deliver to, and deposit with, the Trust Administrator, as custodian for the Indenture Trustee (in which capacity or its designee), on or before the Trust Administrator will, unless otherwise specified, be acting under this Article II)Closing Date, the following documents or instruments with respect to each Mortgage Loan so transferred (the "Related Documents") and assigned (a "the Mortgage File"):Loan Schedule in computer readable format: (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each caseblank, with all prior and intervening endorsements showing a complete chain of endorsement title from the originator of such Mortgage Loan to the Person so endorsing to the Trustee or _______________________, as applicableSeller; (ii) the original Mortgage Mortgage, with evidence of recording thereon, and provided that if the original recorded power of attorney, if Mortgage has been delivered for recording to the Mortgage was executed pursuant to a power of attorney, with evidence of appropriate public recording thereon; (iii) an original Assignment office of the Mortgage executed jurisdiction in which the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator Mortgaged Property is located but has not yet been returned to the Person assigning Seller by such recording office, the Mortgage Seller shall deliver to the Indenture Trustee as contemplated a certified true copy of such original Mortgage so certified by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policySeller, together with all endorsements or riders that were issued with or subsequent to the issuance of such policy, insuring the priority a certificate 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. In the event Seller certifying that any such Assignment is lost or returned unrecorded because of a defect therein, the related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be has been so delivered to the Trust Administrator within three Business Days. If any of the documents referred to such recording office; 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 all such public recording office has retained the original of such documentinstances, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Seller shall deliver or cause to be delivered the original recorded Mortgage to the Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator Indenture Trustee promptly upon receipt thereof any other of the original documents constituting a part recorded Mortgage; (iii) the original Assignment of a Mortgage File received with respect Mortgage, from the Seller to any Mortgage Loan"[ ], includingas Indenture Trustee for [ ]Home Equity Loan Trust 200_-_", but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and which assignment shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related Servicer, as the case may be, in trust form and substance acceptable 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.recording;

Conveyance of the Mortgage Loans. (a) The Depositor, Depositor concurrently with the execution and delivery hereof, does hereby transfers, sells, assigns, sets over and otherwise conveys without recourse, to the Trustee on behalf of the Trust, all right, title and interest of the Depositor in and to each Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Depositor on the Startup Day, all its right, title and interest in and to payments of principal and interest (including Prepaid Installments) due after the Cut-Off Date, and all payments of principal collected after the Cut-Off Date, together with all of its right, title and interest in and to all related Insurance Policies. The transfer by the Depositor of the Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trustee on behalf of the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor. (b) In connection with the transfer, sale and assignment of the Mortgage Loans, the Unaffiliated Seller agrees to: (i) cause to be delivered, on the Startup Day with respect to the Mortgage Loans, without recourse, to the Trustee (A) the original Notes, endorsed without recourse by the Unaffiliated Seller "Pay to the order of Bankers Trust Company of California, N.A., as Trustee for Wilshire Mortgage Loan Trust 1996-4 under the Pooling and Servicing Agreement dated December 11, 1996, without recourse"; (B) originals or certified copies of all intervening assignments, if any, showing a complete chain of assignment from origination to the Unaffiliated Seller, including warehousing assignments, with evidence of recording or certification of filing for recordation thereon; (C) originals of all assumption and modification agreements, if any; (D) either: (1) the original Mortgage, with evidence of recording thereon, (2) a true and accurate copy of the Mortgage where the original Mortgage has been transmitted for recording, until such time as the original Mortgage is returned by the public recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (E) the original mortgage title insurance policy, title commitment, binder or attorney's opinion of title and abstract of title; provided that, in the event a copy of any mortgage title insurance policy or title commitment was originally delivered to the Trustee pursuant to this Section 3.6(b)(i)(E), the Unaffiliated Seller shall cause the related original mortgage, title policy, or title commitment to be delivered to the Trustee within one year of the Startup Day; and (F) an original assignment of the Mortgage Loan from the Unaffiliated Seller to "Bankers Trust Company of California, N.A., as Trustee for Wilshire Mortgage Loan Trust 1996-4 under the Pooling and Servicing Agreement dated December 11, 1996" (ii) cause, within 30 days following the Startup Day, assignments of the Mortgages from the Unaffiliated Seller to "Bankers Trust Company of California, N.A., as Trustee of Wilshire Mortgage Loan Trust 1996-4 under the Pooling and Servicing Agreement dated as of December 11, 1996", to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the Seller to the Trustee on behalf of the Trust; provided, however, that the Unaffiliated Seller shall not be required to prepare an assignment for any Mortgage (x) until such original recording information is available or (y) as to which the Unaffiliated Seller furnishes, within such 30-day period, at the Unaffiliated Seller's expense, an opinion of counsel to the Trustee ("Assignment Opinion") which opines that recording is not necessary to perfect the rights of the Trustee on behalf of the Trust in the related Mortgage (in form and substance satisfactory to the Certificate Insurer, Xxxxx'x and S&P). Following the expiration of such 30-day period and except with respect to Mortgages covered by the Assignment Opinions, the Unaffiliated Seller shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator, and shall promptly deliver a copy of such Mortgage assignment to the Trustee; and (iii) cause, within five (5) Business Days following the expiration of such 30-day period referred to in clause (ii) above, to be delivered to the Trustee certified copies of all Mortgage assignments submitted for recording, together with a list (which list also shall be delivered to the Certificate Insurer) of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the Unaffiliated Seller and (y) reasons why the Unaffiliated Seller has not yet submitted such Mortgage assignments for recording. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Unaffiliated Seller to cause such Mortgage assignments to be prepared, and shall inform the Certificate Insurer of the Unaffiliated Seller's failure to cause such Mortgage assignments to be prepared. Thereafter, the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer, submitted to the Trustee and reasonably necessary in connection with this provision. All Mortgage assignments as to which an acceptable Assignment Opinion has not been delivered shall be accomplished within twelve months of the Startup Day (including any assignments not originally recorded due to lack of recordation information), unless the Certificate Insurer agrees to extend such period, at the expense of the Originator or of the Unaffiliated Seller. Notwithstanding anything to the contrary contained in this Section 3.6, in those instances as identified by the Unaffiliated Seller where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Unaffiliated Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. If the initial Servicer is removed pursuant to Section 8.18, the Trustee or other successor Servicer shall submit all assignments for recording; the costs of such assignments shall be paid by the initial Servicer or the Trust Fund. Copies of all Mortgage assignments received by the Trustee shall be kept in the related Loan File. The Servicer hereby acknowledges that the Financing Statements have been duly submitted for filing. From time to time hereafter, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trust's and the Owners' interests in the Loan Files against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements. (c) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Unaffiliated Seller, in lieu of the foregoing, will deliver within fifteen (15) Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Unaffiliated Seller shall transfer, sell, assign, set over and otherwise convey without recourse, to the Trustee on behalf of the Trust all right, title and interest of the Unaffiliated Seller in and to any Qualified Replacement Mortgage delivered to the Trustee on behalf of the Trust by the Unaffiliated Seller pursuant to Section 3.5 or Section 3.7 hereof and all its right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the applicable Replacement Cut-Off Date, and all of its right, title and interest in and to all related Insurance Policies. (e) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Unaffiliated Seller will prepare and deliver to the Trustee an appropriate instrument for execution by the Trustee, and the Trustee will transfer, assign, set over and otherwise convey to the Trustee without representation, warranty or recourse, for on the benefit of the Certificateholders and the Certificate InsurerUnaffiliated Seller's order, all the of its 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 such released Mortgage Loan Scheduleand all the Trust's right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the rights applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the Depositor under the Mortgage Loan Purchase Agreementsapplicable Replacement Cut-Off Date, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either Servicer on or with respect to the Mortgage Loans (other than payments of principal its right, title and interest due on such Mortgage Loans on or before the Cut-off Date). in and to all related Insurance Policies. (f) In connection with such transfer any transfer, sale and assignmentassignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for Unaffiliated Seller agrees to cause to be delivered to the Trustee (the items described in which capacity Section 3.6(b) on the Trust Administrator willdate of such transfer, unless otherwise specifiedsale and assignment or, be acting under this Article IIif a later delivery time is permitted by Section 3.6(b), the following documents or instruments with respect then no later than such later delivery time. (g) As to each Mortgage Loan so transferred released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and assigned on the order of the Unaffiliated Seller (a "Mortgage File"):to the extent received by the Trustee and not previously released pursuant to the terms of this Agreement) (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, or the certified copy, relating thereto, if the certified copy is a legal substitute for an otherwise unavailable original Note endorsed in the following form: "Pay without recourse, to the order of ___________________, as Trustee under the applicable agreement, without recourse," Unaffiliated Seller and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) such other documents as constitute the original Mortgage Loan File with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;respect thereto. (iiih) an original Assignment If a Mortgage assignment is lost during the process of the Mortgage executed in the following form: "____________________________recording, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment is returned from the originator recorder's office unrecorded due to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related Servicer Unaffiliated Seller shall promptly 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 cause each such Assignment assignment to be duly recorded. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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. (i) above cannot be located, the obligations of the Depositor to deliver such documents The Unaffiliated Seller shall be deemed to be satisfied upon delivery to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 reflect on its records that was submitted for recording and (2) if such copy is certified by the related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered have been sold to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersTrust.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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. The Depositor hereby authorizes the Trustee to enter into the Cap Contracts. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (or, in the case of the Delayed Delivery Group I Mortgage Loans, will deliver to, and deposit with, the Trustee the following documents or instruments in accordance with Section 2.10) (in each case, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 (or the Delayed Delivery Transfer Date, with respect to the Delayed Delivery Group I Mortgage Loans), 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date (or the Delayed Delivery Transfer Date, with respect to the Delayed Delivery Group I Mortgage Loans). 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date (or the Delayed Delivery Transfer Date, with respect to the Delayed Delivery Group I Mortgage Loans) and the date of receipt by the Seller of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date (or the Delayed Delivery Transfer Date, with respect to the Delayed Delivery Group I Mortgage Loans)) 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(iii) and (iv) above and the Depositor shall execute each original Assignment or cause each original Assignment to 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 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. If the Seller 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, 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 for recording (at the expense of 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, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon (a) receipt of written notice by the Trustee that recording of the Assignments is required pursuant to one or more of the conditions (excluding condition (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (vi) in the preceding sentence, the Depositor shall be required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator will, unless otherwise specified, be acting under this Article II), Custodian on behalf of the Trustee) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee or the Custodian of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Custodian, the Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of the Originator pursuant to the Mortgage Loan Purchase Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. 67 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Trustee (or the 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee (or the 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 Trust Administrator Trustee (or the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee (or the 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 related Servicer. The Depositor herewith delivers to and the Trustee 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trustee to, and the Trust Administrator an executed copy Trustee hereby agrees to execute, deliver and perform its obligations under each of the Mortgage Loan Purchase Agreements. In addition to Cap Contracts on the foregoingClosing Date and thereafter on behalf of the Holders of the Group I Certificates, the Depositor Group II Certificates and the Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Group I Certificates, the Group II Certificates and the Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall cause execute, deliver and perform its obligations under each of the Certificate Insurer to deliver the Policy to Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. In addition to the foregoing, the Trust Fund will also include all payments received under the Cap Contract. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________Wells Fargo Bank Xxxxxsota, National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy (except with respect to any Mortgage Loan originated with a Principal Balance of $150,000 or less), together with all endorsements or riders 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. Within 30 Business Days following The Trustee shall enforce the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each obligations of the Mortgage Loans on Part B of Seller under the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay Purchase Agreement to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided submit or cause to be submitted for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly recording (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. above and the Depositor shall execute each original Assignment in the following form: "Wells Fargo Bank Xxxxxsota, National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the related Servicer 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. If the Seller 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 on behalf of the Trust Fund with the Swap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "“Mortgage File"”): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "form “Pay to the order of ___________________Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, ” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS® System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS if the Mortgage Loan is registered on the MERS® System and noting the presence of MIN) as contemplated by the immediately preceding clause (iii);; and (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___4.9% of the Original Mortgage Loans, Loans by outstanding principal balance 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached heretohereto (or in such form otherwise acceptable to the Trustee). If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related Originator RFC 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 related OriginatorRFC, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's ’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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's ’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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 RFC and 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(iii) and (iv) above and the Depositor shall execute each original Assignment or cause each original Assignment to be executed in the following form: “Xxxxx 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 Seller shall promptly prepare or cause to be prepared (at the expense of RFC) 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 RFC 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless 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; provided, 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 for recording in the manner described above, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee parties hereto understand and agree that it is not intended that any Mortgage Loans be included in the Trust Administrator an executed copy that are (a) “high cost” loans under the Home Ownership and Equity Protection Act of the Mortgage Loan Purchase Agreements. In addition to the foregoing1994 or (b) “high cost,” “threshold,” “covered” or “predatory” loans under any other applicable federal, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator state or local law (including without limitation any regulation or ordinance) (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for the benefit of the Certificateholdersresidential mortgage loans having high interest rates, points and/or fees).

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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. The Depositor hereby authorizes the Trustee to enter into the Cap Contract. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or to the Trust Administrator will, unless otherwise specified, be acting under this Article II), Custodian as the agent of the Trustee) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) within three Business Days. The Trustee (or the Custodian on behalf of the Trustee) shall, within 45 Business Days following the Closing Date, stamp each Mortgage Note that was endorsed in blank to "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse." 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Trustee (or the 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, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee (or the 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 Trust Administrator Trustee (or the 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 Trustee (or the Custodian on behalf of the Trustee) shall enforce the obligation of NC Capital under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee (or the Custodian on behalf of the 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 NC Capital and at no expense to the Trust Fund, the Trustee, the Custodian or the Depositor, 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 or cause each original Assignment to 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, NC Capital 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 NC Capital 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, neither the Trustee nor the Custodian on behalf of the Trustee shall 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Trustee (or the Custodian on behalf of the Trustee) shall enforce the obligation of NC Capital under the Mortgage Loan Purchase Agreement to submit or cause to be submitted each Assignment for recording in the manner described above, at the expense of NC Capital and at no expense to the Trust Fund, the Trustee or the Custodian, 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 Servicer Event of Termination with respect to the applicable Servicer, (iii) the occurrence of a bankruptcy, insolvency or foreclosure with respect to the applicable Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon (a) receipt of written notice by the Trustee that recording of the Assignments is required pursuant to one or more of the conditions (excluding condition (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (vi) in the preceding sentence, the Depositor shall be required to deliver 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee (or the 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 each Mortgage Loan Purchase AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage NoteNote (including any riders thereto), endorsed in blank or in the following form: "Pay to the order of ___________________Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R)System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall enforce the obligation of the Seller or the related Originator, as applicable, under the related Mortgage Loan Purchase Agreement to promptly (within sixty days following the later of the Closing Date and the date of receipt by the 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 related Originator and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, 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 or cause each original Assignment to 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 Seller or the related Originator, as applicable, 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 the related Originator 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignsells, set assigns, sets over and otherwise convey conveys without recourse, to the Trustee without recourse, for the benefit on behalf of the Certificateholders and the Certificate InsurerTrust, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Sponsor in and to each Mortgage Loan listed on the Schedule of Mortgage Loans, all its right, title and interest in and to payments of principal and interest (including Prepaid Installments) due after the Cut-Off Date, and all payments of principal collected after the Cut-Off Date, together with all of its right, title and interest in and to all related Insurance Policies. The transfer by the Sponsor of the Mortgage Loans identified set forth on the Schedule of Mortgage Loan ScheduleLoans to the Trustee on behalf of the Trust is absolute and is intended by the Holders and all parties hereto to be treated as a sale by the Sponsor. (b) In connection with the transfer, sale and assignment of the Mortgage Loans, the rights of the Depositor under the Mortgage Loan Purchase Agreements, and all other assets included or Sponsor agrees to: (i) cause to be included in REMIC I. Such assignment includes all interest and principal received by delivered, on the Depositor or either Servicer on or Startup Day 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). In connection with such transfer and assignmentLoans, the Depositor does hereby deliver towithout recourse, and deposit with, the Trust Administrator, as custodian for to the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage NoteNotes, endorsed in without recourse by the following form: related Originator "Pay For value received, I hereby transfer, endorse and assign to the order of ___________________Norwest Bank Minnesota, National Association, as Trustee under for EquiVantage Home Equity Loan Trust 1997-3, the applicable agreementNote and Deed of Trust or Mortgage securing the same, so far as the same pertains to said Note, without recourse," and "; (bB) with respect to each Mortgage Loan on Part B originals or certified copies of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorneyassignments, if the Mortgage was executed pursuant to a power of attorneyany, with evidence of recording thereon; (iii) an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator origination to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause Originator, including warehousing assignments, with evidence of recording or certification of filing for recordation thereon; (iii); (vC) the original or copies originals of each assumption, modification, written assurance or substitution agreementall assumption and modification agreements, if any; and (viD) either: (1) the original lender's Mortgage, with evidence of recording thereon, (2) a true and accurate copy of the Mortgage where the original Mortgage has been transmitted for recording, until such time as the original Mortgage is returned by the public recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (E) the original mortgage title insurance policy, together with all endorsements title commitment, binder or riders that were issued with or subsequent to the issuance attorney's opinion of such policytitle and abstract of title; provided that, 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 a copy of any mortgage, title policy is unavailable, a written or title commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was originally delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered Trustee pursuant to the Trust Administrator within three Business Days. If any of the documents referred to in Sections 2.01(iithis Section 3.5(b)(i)(E), (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 Sponsor shall be deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of each such document certified by cause the related Originator in the case of (x) above original mortgage, title policy, 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 commitment to be delivered to the Trust AdministratorTrustee within one year of the Startup Day; and (F) an assignment in blank of each Mortgage executed by the record holder of such Mortgage, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and which assignment shall be held by in recordable form; (ii) cause, within 30 days following the Startup Day, assignments of the Mortgages from the Sponsor or on behalf of the related Originator, if the SellerOriginator is the record holder of such Mortgage to "Norwest Bank Minnesota, the Depositor or the related ServicerNational Association, as Trustee of EquiVantage Home Equity Loan Trust 1997-3 under the case may bePooling and Servicing Agreement dated as of September 1, 1997", to be submitted for recording in trust for the benefit appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the Sponsor to the Trustee on behalf of the Certificateholders Trust; provided, however, that the Sponsor shall not be required to record an assignment for any Mortgage (x) until such original recording information is available or (y) as to which the Sponsor furnishes, within such 30-day period, or has furnished, within the one-year period prior to the Startup Day, at the Sponsor's expense, an opinion of counsel ("Assignment Opinion") or other documentation in form and substance satisfactory to the Trustee, the Certificate Insurer, Xxxxx'x and S&P, that opines or provides evidence that recording is not necessary to perfect the rights of the Trustee in the related Mortgage. In Following the event that any expiration of such original document is required pursuant 30-day period and except with respect to Mortgages covered by the terms of this Section Assignment Opinions, the Sponsor shall cause to be a part of recorded a Mortgage File, such document shall be delivered promptly to the Trust Administrator. Any such assignment for any Mortgage for which original document delivered to or held recording information is subsequently received by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage Filerelated Originator, and shall be delivered promptly to the related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.deliver

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: form "Pay to the order of ___________________Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee, at the expense of the Seller, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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 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(iii) and (iv) above and the Depositor shall execute each original Assignment or cause each original Assignment to 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 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. If the Seller 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; PROVIDED, HOWEVER, the Trustee shall submit or cause to be submitted each Assignment for recording (at the expense of 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, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon (a) receipt of written notice by the Trustee that recording of the Assignments is required pursuant to one or more of the conditions (excluding condition (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (vi) in the preceding sentence, the Depositor shall be required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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. The Depositor hereby authorizes the Trustee to enter into the Cap Contracts. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee, at the expense of the Seller, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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 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(iii) and (iv) above and the Depositor shall execute each original Assignment or cause each original Assignment to 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 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. If the Seller 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Trustee shall submit or cause to be submitted each Assignment for recording (at the expense of 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, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon (a) receipt of written notice by the Trustee that recording of the Assignments is required pursuant to one or more of the conditions (excluding condition (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (vi) in the preceding sentence, the Depositor shall be required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to 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 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives written notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to and the Trustee 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Holders of the Class A Certificates and the Trust Administrator an executed copy Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Mortgage Loan Purchase Agreements. In addition to Class A Certificates and the foregoingMezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Depositor Cap Contracts and shall cause the Certificate Insurer to deliver the Policy to do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 on behalf of the Trust Fund with the Swap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: form "Pay to the order of ___________________Wells Fargo Bank, as N.A., xx Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or certified copy thereof or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, Loans by outstanding principal balance 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to be executed in the following form: "Wells Fargo Bank, N.A., xx Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless 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; provided, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfers, sells, assigns, sets over and otherwise conveys without recourse, to the Trustee on behalf of the Trust, all right, title and interest of the Sponsor in and to each Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Sponsor on the Startup Day, all its right, title and interest in and to payments of principal and interest (including Prepaid Installments) due after the Cut-Off Date, and all payments of principal collected after the Cut-Off Date, together with all of its right, title and interest in and to all related Insurance Policies. The transfer by the Sponsor of the Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trustee on behalf of the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Sponsor. (b) In connection with the transfer, sale and assignment of the Mortgage Loans, the Sponsor agrees to: (i) cause to be delivered, on the Startup Day with respect to the Mortgage Loans, without recourse, to the Trustee (A) the original Notes, endorsed without recourse by the related Originator "For value received, I hereby transfer, endorse and assign to Norwest Bank Minnesota, National Association, as Trustee for EquiVantage Home Equity Loan Trust 1997-1, the Note and Deed of Trust or Mortgage securing the same, so far as the same pertains to said Note, without recourse"; (B) originals or certified copies of all intervening assignments, if any, showing a complete chain of assignment from origination to the Originator, including warehousing assignments, with evidence of recording or certification of filing for recordation thereon; (C) originals of all assumption and modification agreements, if any; (D) either: (1) the original Mortgage, with evidence of recording thereon, (2) a true and accurate copy of the Mortgage where the original Mortgage has been transmitted for recording, until such time as the original Mortgage is returned by the public recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (E) the original mortgage title insurance policy, title commitment, binder or attorney's opinion of title and abstract of title; provided that, in the event a copy of any mortgage, title policy or title commitment was originally delivered to the Trustee pursuant to this Section 3.5(b)(i)(E), the Sponsor shall cause the related original mortgage, title policy, or title commitment to be delivered to the Trustee within one year of the Startup Day; and (F) an assignment in blank of each Mortgage executed by the record holder of such Mortgage, which assignment shall be in recordable form; (ii) cause, within 30 days following the Startup Day, assignments of the Mortgages from the Sponsor or the related Originator, if the Originator is the record holder of such Mortgage to "Norwest Bank Minnesota, National Association, as Trustee of EquiVantage Home Equity Loan Trust 1997-1 under the Pooling and Servicing Agreement dated as of March 1, 1997", to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the Sponsor to the Trustee on behalf of the Trust; provided, however, that the Sponsor shall not be required to record an assignment for any Mortgage (x) until such original recording information is available or (y) as to which the Sponsor furnishes, within such 30-day period, at the Sponsor's expense, an opinion of counsel to the Trustee ("Assignment Opinion"), or other documentation acceptable to the Trustee and the Certificate Insurer, which opines or provides evidence that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form and substance satisfactory to the Certificate Insurer, Xxxxx'x and S&P). Following the expiration of (iii) cause, within five Business Days following the expiration of such 30- day period referred to in clause (ii) above, to be delivered to the Trustee certified copies of all Mortgage assignments submitted for recording, together with a list (which list also shall be delivered to the Certificate Insurer) of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the Sponsor and (y) reasons why the Sponsor has not yet submitted such Mortgage assignments for recording. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Sponsor to cause such Mortgage assignments to be recorded, and shall inform the Certificate Insurer of the Sponsor's failure to cause such Mortgage assignments to be recorded. Thereafter, the Trustee shall, with respect to any assignment on the aforementioned list, upon the request of the Certificate Insurer (which request shall be made only if (i) applicable law requires such recordation to perfect the rights of the Trustee in the related Mortgage or (ii) the Certificate Insurer has removed the Servicer pursuant to Section 8.20), complete and cause to be submitted for recording the assignment of Mortgage referred to in clause (F) of Section 3.5(b)(i). In furtherance of the foregoing, the Sponsor agrees to cause to be delivered on the Startup Day an original executed power of attorney, executed by the Sponsor, substantially in the form of Exhibit L, authorizing the Trustee to complete and record the assignments of Mortgage described in clause (F) of Section 3.5(b)(i) above, and if necessary, to execute a new assignment of Mortgage for any Mortgage Loan if the original assignment of Mortgage delivered by the Sponsor to the Trustee is not in recordable form at such time as the assignment of Mortgage is to be recorded by the Trustee. All Mortgage assignments as to which an acceptable Assignment Opinion has not been delivered shall be accomplished within twelve months of the Startup Day (including any assignments not originally recorded due to lack of recordation information), unless the Certificate Insurer agrees to extend such period, at the expense of the Originator or of the Sponsor. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances as identified by the Sponsor where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. If the Servicer is removed pursuant to Section 8.20, the Trustee or other successor Servicer shall submit all assignments for recording; the costs of such assignments shall be paid by the Servicer. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Servicer hereby acknowledges that the Financing Statements have been duly submitted for filing. From time to time hereafter, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trust's and the Owners' interests in the Files against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements. (c) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Sponsor, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Sponsor shall transfer, sell, assign, set over and otherwise convey without recourse, to the Trustee on behalf of the Trust all right, title and interest of the Sponsor in and to any Qualified Replacement Mortgage delivered to the Trustee on behalf of the Trust by the Sponsor pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof and all its right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the applicable Replacement Cut-Off Date, and all of its right, title and interest in and to all related Insurance Policies. (e) As to each Mortgage Loan released from the Trust in connection with the repurchase thereof or conveyance of a Qualified Replacement Mortgage therefor, the Sponsor will prepare and deliver to the Trustee an appropriate instrument for execution by the Trustee, and the Trustee will transfer, assign, set over and otherwise convey to the Trustee without representation, warranty or recourse, for on the benefit of the Certificateholders and the Certificate InsurerSponsor's order, all the of its 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 such released Mortgage Loan Scheduleand all the Trust's right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the rights applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the Depositor under the Mortgage Loan Purchase Agreementsapplicable Replacement Cut-Off Date, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either Servicer on or with respect to the Mortgage Loans (other than payments of principal its right, title and interest due on such Mortgage Loans on or before the Cut-off Date). in and to all related Insurance Policies. (f) In connection with such transfer any transfer, sale and assignmentassignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for Sponsor agrees to cause to be delivered to the Trustee (the items described in which capacity Section 3.5(b) on the Trust Administrator willdate of such transfer, unless otherwise specifiedsale and assignment or, be acting under this Article IIif a later delivery time is permitted by Section 3.5(b), the following documents or instruments with respect then no later than such later delivery time. (g) As to each Mortgage Loan so transferred released from the Trust in connection with the repurchase thereof or conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and assigned (a "Mortgage File"): on the order of the Sponsor (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, or the certified copy, relating thereto, if the certified copy is a legal substitute for an otherwise unavailable original Note endorsed in the following form: "Pay without recourse, to the order of ___________________, as Trustee under the applicable agreement, without recourse," Sponsor and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) such other documents as constituted the original Mortgage File with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;respect thereto. (iiih) an original Assignment If a Mortgage assignment is lost during the process of the Mortgage executed in the following form: "____________________________recording, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment is returned from the originator recorder's office unrecorded due to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related Servicer Sponsor shall promptly 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 cause each such Assignment assignment to be duly recorded. With respect to a maximum of approximately ___% of . (i) The Sponsor shall reflect on its records that the Original Mortgage Loans, by outstanding 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 have been sold to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered Trust. (j) The Sponsor shall deliver to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust AdministratorServicer, the Certificate Insurer and the Rating Agencies by Trustee a schedule of the related Originator if delivery pursuant Escrow Loans. (k) With respect to clause (2) above will be made more than 180 days each Escrow Loan, the Sponsor shall deliver to the Trustee within one year after the Closing Date. If Date the following documents related to such Escrow Loan: (i) escrow agreement, (ii) disbursement ledger, (iii) Mortgagor's certification as to completion, (iv) if applicable, contractor's certification as to completion and (v) if applicable, appraiser's unqualified certification as to final completion pursuant to which the appraiser (or, if the original lenderappraiser has since died, retired, has been certified as an incompetent, has gone insane or otherwise is unable to perform, a suitable substitute appraiser) confirms that the Appraised Value of the Property upon completion of the improvement (disregarding intervening changes, if any, in market value) is at least equal to such appraiser's title insurance policy was not original estimate of such Appraised Value (each such document, a "Required Escrow Document"). The Trustee shall hold each Required Escrow Document so delivered pursuant to Section 2.01(vi) abovein the related File. No later than the end of the thirteenth month following the Startup Day, the Depositor Trustee shall deliver or cause to be delivered report to the Trust Administrator, promptly after receipt thereofSponsor, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to Originator, the Trust Administrator 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. All original documents Servicer and the Certificate Insurer whether all Required Escrow Documents relating to the Mortgage Escrow Loans have been received by the Trustee. If such report indicates that are any Required Escrow Document has not delivered to been received, the Trust Administrator are and Sponsor shall be held by or on behalf required to take the actions set forth in Section 3.6(b) if the lack of such Required Escrow Document materially and adversely affects the interest of the related Originator, the Seller, the Depositor Owners or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver in the Policy to the Trust Administrator for the benefit of the Certificateholdersrelated Escrow Loan.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________U.S. Bank National Association, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver The Depositor shall cause NC Capital to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Seller, the Servicer or the Depositor, 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 related Servicer NC Capital 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. 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 Trust Administrator Trustee of a copy of each such document certified by the related Originator NC Capital 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 related OriginatorNC Capital, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator NC Capital 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 Trust Administrator, Trustee promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related OriginatorNC Capital, the Seller, the Depositor or the related Servicer, as the case may be, in trust for the benefit of the Trustee Trustee, on behalf of the Certificateholders Trust and for the Certificate Insurerbenefit of the Certificateholders. 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 Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 on behalf of the Trust Fund with the Swap Counterparty. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding principal balance 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to 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 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless 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; provided, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, recourse for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II), the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned assigned, and the Depositor shall, in accordance with Section 2.11, deliver or cause to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to a Mortgage Loan, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________U.S. Bank National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related Master Servicer, shall promptly (within sixty Business Days following the later of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and the date of receipt by the Trust Administrator Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Initial Mortgage Loans, by outstanding principal balance of the Original Initial 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related OriginatorSeller, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans). 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II), the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned and in accordance with Section 2.09, deliver or caused to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (in each case, a "“Mortgage File"”): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, ” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's ’s title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Initial Mortgage Loans, by outstanding principal balance of the Original Initial 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans). If the original lender's ’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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's ’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to 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 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives written notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to and the Trustee 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Holders of the Class A Certificates and the Trust Administrator an executed copy Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Mortgage Loan Purchase Agreements. In addition to Class A Certificates and the foregoingMezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Depositor Cap Contracts and shall cause the Certificate Insurer to deliver the Policy to do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsOriginator Master Agreement (as assigned to the Depositor pursuant to the Assignment Agreement), the Interest Rate Swap Agreement, the Swap Account, the Cap Contract, the Cap Account and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 execution copy of the Originator Master Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator willCustodian on behalf of the Trustee), unless otherwise specified, be acting under this Article II)with respect the related Mortgage Loans, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "“Mortgage File"”): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "“Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, ” with all prior and intervening endorsements showing a complete chain of endorsement from the originator Originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS® System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator Originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's ’s title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) with respect to the related Mortgage Files, is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trusete) within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee (upon receipt of notice from the Custodian) shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by such party of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of the Originator pursuant to the terms of the Originator Master Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trust Administrator, the Trustee, the Custodian, the Servicer, the Master Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of the Originator pursuant to the terms of the Originator Master Agreement to execute each original Assignment in the following form: “U.S. Bank National Association, as Trustee under the applicable agreement.” In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee (upon receipt of notice from the Custodian) shall enforce the obligation of the Originator pursuant to the terms of the Originator Master Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor further agrees that it will cause, 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 Servicer to, and the 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 wit the terms of this Agreement. 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related Originator or the 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 related Originator, delivery to the Trust Administrator Trustee (or the 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, the Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's ’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 Trust Administrator, Trustee (or the Custodian on behalf of the Trustee) promptly after receipt thereof, the original lender's ’s title insurance policypolicy with a copy thereof to the Servicer. The Depositor shall deliver or cause to be delivered to the Trust Administrator Trustee (or the 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 LoanLoan with a copy thereof to the Servicer. The Depositor shall deliver or cause the Seller, the Originator, the Trustee or the Custodian to deliver to the Servicer copies of all trailing documents required to be included in the servicing file at the same time the originals or certified copies thereof are delivered to the Trustee (or the Custodian on behalf of the Trustee), such documents including but not limited to the mortgagee policy of title insurance and any mortgage loan documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurring in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs it may incur in connection with performing its obligations under this Agreement. Subject to Section 6.03(a), the Servicer shall have no liability as a result of an inability to service any Mortgage Loan due to its failure to receive any documents missing from the Mortgage File or servicing file. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related Originator, the Seller, the Depositor Depositor, the Servicer or the related 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 Trust AdministratorTrustee (or the 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 related Servicer. The Depositor herewith delivers to and the Trustee 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trust Administrator an executed copy to execute, deliver and perform its obligations under the Interest Rate Swap Agreement and the Cap Contract. The Seller, the Depositor, the Servicer and the Holders of the Mortgage Loan Purchase AgreementsClass A Certificates and the Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and the Cap Contract and shall do so solely in its capacity as Trust Administrator, and not in its individual capacity. In addition Every provision of this Agreement relating to the foregoing, conduct or affecting the Depositor shall cause the Certificate Insurer to deliver the Policy liability of or affording protection to the Trust Administrator for shall apply to the benefit Trust Administrator’s execution of the CertificateholdersInterest Rate Swap Agreement and the Cap Contract, and the performance of its duties and satisfaction of its obligations thereunder.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U. S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related ServicerOriginator, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. above and the Depositor shall execute each original Assignment in the following form: "U. S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the related Servicer Originator 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 the Originator is unable to pay the cost of recording the Assignments, such expense will be paid by the Trust Administrator and shall be reimbursable to the Trust Administrator as an Extraordinary Trust Fund Expense. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, with the Trust Administrator, as custodian for Custodian on behalf of the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.00% of the Original Mortgage Loans, by outstanding principal balance 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Custodian on behalf of the Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Custodian on behalf of the Trustee within three Business Days. The Depositor shall (at the expense of the Originator) promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Custodian on behalf of the Trustee of the recording information for a Mortgage, but in no event later than 90 days following the Closing Date) 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(iii) and (iv) above and in connection therewith, the Depositor shall (at the expense of the Originator) cause each original Assignment to 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 Depositor shall (at the expense of the Originator) 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. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. Notwithstanding the foregoing, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Depositor is informed by the Rating Agencies that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted 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 the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Depositor shall (at the expense of the Originator) deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Servicer. Notwithstanding the foregoing, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Depositor is informed by the Rating Agencies that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted 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 the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Depositor shall (at the expense of the Originator) deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Servicer. 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 Trust Administrator Custodian on behalf of the Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorCustodian 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 Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Custodian on behalf of the Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorCustodian 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 related 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor herewith delivers to hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Trust and the Trust Administrator an executed copy Holders of the Mortgage Loan Purchase AgreementsClass A Certificates and Mezzanine Certificates. In addition to the foregoingThe Seller, the Depositor Depositor, the Servicer and the Holders of the Class A Certificates and Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall cause execute, deliver and perform the Certificate Insurer to deliver Trust's obligations under the Policy to Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 Underlying Security Purchase AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 Underlying Security Purchase Agreement. The Depositor hereby directs the Trustee to enter into the Cap Contracts. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Responsible Parties shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Responsible Parties 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 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(iii) and (iv) above and the Depositor shall execute each original Assignment or cause each original Assignment to 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 Responsible Parties 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 the Responsible Parties are 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. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date, the Trustee shall cause (at the expense of the Responsible Parties) such endorsements to be completed in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee, without recourse." All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the SellerResponsible Parties, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________U.S. Bank National Association, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related ServicerOriginator, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) Date submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust AdministratorSeller, the Certificate Insurer Servicer or the Depositor, 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 related Servicer Originator 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust Administrator, Trustee promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, the right to receive any amounts payable under the Cap Contract and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage NoteNote (including any riders thereto), endorsed in blank or in the following form: "Pay to the order of ___________________Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Servicer shall enforce the obligation of the Seller or the Originator, as applicable, under the Mortgage Loan Purchase Agreement to promptly (within sixty days following the later of the Closing Date and the date of receipt by the 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 Originator and at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Servicer, the Depositor or the Seller, 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 or cause to be executed each original Assignment or cause each original Assignment to 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 Seller or the Originator, as applicable, 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 the Originator fails to pay the cost of recording the Assignments, such expense will be paid by the Trust Administrator and shall be reimbursable to the Trust Administrator as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, neither the Trustee nor the Trust Administrator shall be responsible for determining whether any Assignment delivered by the Depositor hereunder is in recordable form. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfersells, assignassigns, transfers, sets over and otherwise conveys or shall request or cause to be transferred, sold, assigned, set over and otherwise convey conveyed to the Trustee without recourseDepositor, for the benefit of the Certificateholders and the Certificate InsurerDepositor hereby purchases and acquires, without recourse (subject to the Seller's obligations herein), all the right, title and interest of the DepositorSeller in and to: (i) all Mortgage Loans listed on the Schedule of Mortgage Loans, and their respective Principal Balances (including any security all Additional Balances) and all principal and interest therein for collections in respect thereof after the benefit Cut-Off Date; (ii) all Mortgaged Properties to the extent that they are acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Depositor, in Seller's rights under any Mortgage Insurance Policies covering the Mortgaged Properties; (iv) all Mortgage Files and other documents relating to the Mortgage Loans identified foregoing; (v) all amounts held in the Accounts (excluding net investment earnings on the Mortgage Loan Schedule, Principal and Interest Account and the rights of Note Account); (vi) all proceeds with respect to the Depositor under the Mortgage Loan Purchase Agreements, foregoing; and (vii) all other assets included or to be included in REMIC I. Such assignment includes all interest the Trust Estate created under the Indenture for the benefit of Noteholders and principal received by the Insurer; provided, however, that neither the Depositor or either Servicer on or with respect nor any of its Assignees (including the Trust and the Indenture Trustee) shall assume any obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgage Loans Mortgagor thereunder, it being understood that neither the Depositor nor any of its Assignees (other than payments of principal including the Trust and interest due on the Indenture Trustee) shall be required or permitted to fund any such Mortgage Loans on future advances. On or before the Cut-off Date). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ the Seller will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator Indenture Trustee for the benefit of the Noteholders of the Notes. As full consideration for the Seller's sale, assignment, transfer, set-over and conveyance to the Depositor of all of its right, title and interest in and to the Mortgage Loans and the other rights and properties specified above, the Depositor shall (A) pay to or upon the order of the Seller $667,327,500 in immediately available funds representing the proceeds of the sale of the Notes, net of any underwriting discounts and other transaction costs (including the cost of obtaining the Policy as described above), and (B) direct the issuance of one or more Certificates evidencing in the aggregate 100% of the beneficial ownership interest in the Trust to or upon the order of the Seller or its designees, all in such amounts as the Seller shall determine on or before the Closing Date. (b) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans (including the related Mortgage Files and the other rights and properties described in Section 2.1(a) above) by the Seller to the Depositor as contemplated by Section 2.1(a) be construed as a sale of the Mortgage Loans by the Seller to the Depositor. It is not the intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Depositor or any of the Depositor's Assignees (including the Indenture Trustee) to secure a debt or other obligation of the Seller or any Assignor of the Seller. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, any or all of the Mortgage Loans (including the related Mortgage Files and the other rights and properties described in Section 2.1(a) above) are held to be property of the Seller or any of its Assignors, then: (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the New York UCC; (ii) the conveyance provided for herein in Section 2.1(b) shall be deemed to be a grant by the Seller to the Depositor of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans (including the related Mortgage Files and the other rights and properties described in Section 2.1(a) above) and all amounts payable to the holder of the Mortgage Loans and/or such rights or properties in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including all amounts from time to time held or invested in the Accounts (excluding net investment earnings on the Principal and Interest Account and the Note Account), whether in the form of cash, instruments, securities or other property; (iii) the possession by the Depositor or any of its Assignees or their respective bailees or agents of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York UCC; (iv) 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 Depositor for the purpose of perfecting such security interest under applicable law; and (v) the obligations secured by the first priority security interest described in clause (ii) above shall be deemed to include any and all obligations of the Depositor or any of its Assignees (including the Trust) to pay the principal of and interest on the Notes to the Noteholders and to pay the fees, expenses and other amounts required to be paid to the Servicer, the Indenture Trustee, the Owner Trustee, the Insurer and the Certificateholders, all in accordance with and otherwise subject to the Operative Documents (including the Indenture). Any assignment or other transfer of the interest of the Depositor under any provision hereof (including but not limited to Section 2.1(d) below) shall also be deemed to be an assignment of any security interest created hereby. Each of the Seller and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law for the benefit of the Depositor and its Assignees and would be maintained as such throughout the terms of this Agreement and the Indenture. The Seller also covenants not to pledge, assign or grant any security interest to any third party in any Mortgage Loan conveyed to the Depositor hereunder. (c) Upon the Depositor's request, the Seller shall perform (or cause to be performed) such further acts and execute, acknowledge and deliver (or cause to be executed, acknowledged and delivered) to the Depositor such further documents as the Depositor shall deem necessary or advisable in order to evidence, establish, maintain, protect, enforce or defend its rights in and to the Mortgage Loans and other rights and properties transferred hereunder or otherwise to carry out the intent and accomplish the purposes of this Agreement (including UCC-1 financing statements naming the Seller as debtor and the Depositor as secured party and any continuation statements relating thereto). (d) The Depositor, immediately after the purchase and sale described in Section 2.1 (a) above but otherwise concurrently with the execution and delivery hereof, hereby transfers, sets over and otherwise conveys, to the Trust, and the Trust hereby acquires without recourse (subject to the Depositor's obligations herein), all right, title and interest of the Depositor in and to: (i) all Mortgage Loans listed on the Schedule of Mortgage Loans including their respective Principal Balances (including all Additional Balances) and all principal and interest collected after the Cut-Off Date; (ii) all Mortgaged Properties to the extent that they are acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Seller's rights under any Mortgage Insurance Policies covering the Mortgaged Properties; (iv) all Mortgage Files and other documents relating to the foregoing; (v) all amounts held in the Accounts (excluding net investment earnings on the Principal and Interest Account and the Note Account); (vi) all proceeds with respect to the foregoing; and (vii) all other assets included or to be included in the Trust Estate created under the Indenture for the benefit of Noteholders and the Insurer; provided, however, that neither the Trust nor any of its Assignees (including the Indenture Trustee) shall assume any obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, it being understood that neither the Trust nor any of its Assignees (including the Indenture Trustee) shall be required or permitted to fund any such future advances. In addition, on or before the Closing Date, the Depositor will cause the Policy to be delivered to the Indenture Trustee for the benefit of the Noteholders. As full consideration for the Depositor's transfer, set-over and conveyance to the Trust of all of its right, title and interest in and to the Mortgage Loans and the other rights and properties specified above, the Trust shall (x) issue to or upon the order of the Depositor all of the Notes upon their issuance and (y) issue to or upon the order of the Depositor one or more Certificates evidencing in the aggregate 100% of the beneficial ownership interest in the Trust. (e) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans (including the related Mortgage Files and the other rights and properties described in Section 2.1(d) above) by the Depositor to the Trust as contemplated by Section 2.1(d) be construed as a sale of the Mortgage Loans by the Depositor to the Trust. It is, further, not the intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the Trust or any of the Trust's Assignees (including the Indenture Trustee) to secure a debt or other obligation of the Depositor or any Assignor of the Depositor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, any or all of the Mortgage Loans (including the related Mortgage Files and the other rights and properties described in Section 2.1(d) above) are held to be property of the Depositor or any of its Assignors, then: (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the New York UCC; (ii) the conveyance provided for herein in Section 2.1(d) shall be deemed to be a grant by the Depositor to the Trust of a first priority security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans (including the related Mortgage Files and the other rights and properties described in Section 2.1(a) above) and all amounts payable to the holder of the Mortgage Loans and/or such rights or properties in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including all amounts from time to time held or invested in the Accounts (excluding net investment earnings on the Principal and Interest Account and the Note Account), whether in the form of cash, instruments, securities or other property; (iii) the possession by the Trust or any of its Assignees or their respective bailees or agents of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the California UCC; (iv) 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 Trust for the purpose of perfecting such security interest under applicable law; and (v) the obligations secured by the first priority security interest described in clause (ii) above shall be deemed to include any and all obligations of the Trust or any of its Assignees to pay the principal of and interest on the Notes to the Noteholders and to pay the fees, expenses and other amounts required to be paid to the Servicer, the Indenture Trustee, the Owner Trustee, the Insurer and the Certificateholders, all in accordance with and otherwise subject to the Operative Documents (including the Indenture). Any assignment or other transfer of the interest of the Trust under any provision hereof shall also be deemed to be an assignment of any security interest created hereby. Each of the Depositor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law for the benefit of the Trust and its Assignees and would be maintained as such throughout the terms of this Agreement and the Indenture. The Depositor also covenants not to pledge, assign or grant any security interest to any third party in any Mortgage Loan conveyed to the Trust hereunder. (f) Upon the Trust's request, the Depositor shall perform (or cause to be performed), such further acts and execute, acknowledge and deliver (or cause to be executed, acknowledged and delivered) to the Trust such further documents as the Trust shall deem necessary or advisable in order to evidence, establish, maintain, protect, enforce or defend its rights in and to the Mortgage Loans and other rights and properties transferred hereunder or otherwise to carry out the intent and accomplish the purposes of this Agreement (including filing UCC-1 financing statements naming the Depositor as debtor and the Trust as secured party and any continuation statements relating thereto). (g) In connection with the transfer and assignment of the Mortgage Loans, the Seller and the Depositor agree to: (i) cause to be delivered without recourse to the Indenture Trustee on or prior to the 21st day after the Closing Date, or on the Transfer Date with respect to any Qualified Replacement Mortgage Loan, the items listed in clause (a) of the definition of "Mortgage Files"; and (ii) cause to be delivered without recourse to the Servicer, on the Closing Date, or on the Transfer Date with respect to any Qualified Replacement Mortgage Loan, the items listed in the definitions of "Mortgage Files", other than those required to be delivered to the Indenture Trustee as provided in clause (i) above. The Servicer acknowledges that it is holding as custodian and bailee for the Indenture Trustee each of the items for each Mortgage File that are delivered to and held by it under this Section 2.1(g) or any other provision of this Agreement. (h) Should the long term senior unsecured debt rating of the Seller fall below "BBB" by Standard & Poor's or "Baa2" by Moody's or an Event of Default shall occur, the Seller shall xxxxxx the Indenture Trustee and as promptly as practicable but in any case within 90 days of the event, (1) the Servicer shall, at the Seller's expense, cause to be delivered to the Indenture Trustee the items listed in the definitions of "Mortgage Files" not previously delivered in accordance with Section 2.1(g)(ii) and (2) the Seller shall, at its expense, and for each Mortgage Loan, shall either

Conveyance of the Mortgage Loans. 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, 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 (i) the Mortgage Loans 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) the rights of the Depositor under the Mortgage Loan Purchase AgreementsAgreement (including, and without limitation the right to enforce the obligations of the other parties thereto thereunder), (v) all other assets included or to be included in REMIC I. the Trust Fund, (vi) any Net Swap Payment and any Swap Termination Payment paid by the Swap Provider and deposited into the Swap Account, (vii) the Reserve Fund, (viii) the amounts in the Collection Account, the Distribution Account and the Swap Account, and (ix) all proceeds of any of the foregoing. Such assignment includes all interest and principal received by the Depositor or either the 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 and the Servicer an executed copy of the Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit withwith Xxxxx Fargo Bank, the Trust AdministratorN.A., as custodian for the designated agent of the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II“Custodian”), the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.assigned:

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 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. I-A, REMIC I-B and REMIC I-C. Such assignment includes all interest and principal received by the Depositor or either 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 connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Seller 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 no expense to the Trust Fund, the Trustee, the Certificate Insurer, the Guarantor or the Depositor, 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 or cause each original Assignment to 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 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. If the Seller 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Florida, Hawaii, Maryland or Mississippi) unless the Trustee or the Depositor receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (which, in the case of the Class A Certificates, shall be without regard to the Policy); provided, 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 for recording (at the expense of 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, (ii) the occurrence of a Servicer Event of Termination with respect to the applicable Servicer, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the applicable Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers does hereby establish, pursuant to the Trustee further provisions of this Agreement and the Trust Administrator an executed copy laws of the State of New York, an express trust (the "Trust") to be known, for convenience, as "New Century Home Equity Loan Trust Series 2004-A" and Deutsche Bank National Trust Company is hereby appointed as Trustee in accordance with the provisions of this Agreement. The parties hereto acknowledge and agree that it is the policy and intention of the Trust to acquire only Mortgage Loan Purchase AgreementsLoans meeting the requirements set forth in this Agreement. The Depositor hereby directs the Trustee to enter into the Insurance Agreement. In addition to the foregoingaddition, the Depositor shall cause hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Holders of the Class A-I-A1 Certificates, the Class A-I-B1 Certificates, the Class A-II Certificates and the Group II Mezzanine Certificates. The Depositor, the Servicers, the Certificate Insurer to Insurer, the Guarantor and the Holders of the Class A-I-A1 Certificates, the Class A-I-B1 Certificates, the Class A-II Certificates and the Group II Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Policy to Cap Contract and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfersells, assignassigns, transfers, sets over and otherwise conveys or shall request or cause to be transferred, sold, assigned, set over and otherwise convey conveyed to Holding, and Holding hereby purchases and acquires, without recourse (subject to the Trustee without recourse, for the benefit of the Certificateholders and the Certificate InsurerSponsor's obligations herein), all the right, title and interest of the DepositorSponsor in and to: (i) all Mortgage Loans listed on the Schedule of Mortgage Loans, and their respective Principal Balances (including all Additional Balances) and all principal and interest collections in respect thereof on or after the respective Cut-Off Date; (ii) all Mortgaged Properties to the extent that they are acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Sponsor's rights under any Mortgage Insurance Policies covering the Mortgaged Properties; (iv) all of the Sponsor's rights and benefits, but none of its obligations or burdens, under Sections 2.03, 2.05, 4.01, 4.02 and 4.04 (other than the fourth paragraph thereof) of the Purchase Agreement, including any security interest therein for the benefit all of the Depositor, Sponsor's rights and remedies in the event of certain breaches by the Originators of their respective representations and warranties under Sections 4.01 and 4.02 of the Purchase Agreement; (v) all Mortgage Files and other documents relating to the Mortgage Loans identified foregoing; (vi) all amounts held in the Accounts (excluding net investment earnings on the Mortgage Loan SchedulePrincipal and Interest Account, the rights of Note Account and the Depositor under Capitalized Interest Account); (vii) all proceeds with respect to the Mortgage Loan Purchase Agreements, foregoing; and (viii) all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee Estate created under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related Servicer, as the case may be, in trust Indenture for the benefit of the Trustee on behalf of the Certificateholders Noteholders and the Certificate Insurer. In the event ; provided, however, 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.neither

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 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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. The Depositor hereby directs the Trustee to enter into the Cap Contracts and the Insurance Agreement. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Seller 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 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(iii) and (iv) above and the Depositor shall execute each original Assignment or cause each original Assignment to 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 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. If the Seller 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (which, in the case of the Insured Certificates, shall be without regard to the Policy); provided, 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 for recording (at the expense of 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, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee from the Master 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U. S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy [(except with respect to any Mortgage Loan originated with a Principal Balance of $150,000 or less)], together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related ServicerOriginator, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. above and the Depositor shall execute each original Assignment in the following form: "U. S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the related Servicer Originator 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 the Originator is unable to pay the cost of recording the Assignments, such expense will be paid by the Trust Administrator and shall be reimbursable to the Trust Administrator as an Extraordinary Trust Fund Expense. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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, without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II), the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned assigned, and the Depositor shall, in accordance with Section 2.11, deliver or cause to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to a Mortgage Loan, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________U.S. Bank National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related Master Servicer, shall promptly (within sixty Business Days following the later of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and the date of receipt by the Trust Administrator Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Initial Mortgage Loans, by outstanding principal balance of the Original Initial 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related OriginatorSeller, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans). 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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 without recourse, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II), the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned assigned, and the Depositor shall, in accordance with Section 2.11, deliver or cause to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to a Mortgage Loan, a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________First Trust National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________First Trust National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 The Master Servicer shall promptly (within five Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly Date (or within sixty five Business Days following the later Subsequent Transfer Date, in the case of the Closing Date and the date of receipt by the Trust Administrator of the recording information for a Mortgage, but in no event later than ninety days following the Closing DateSubsequent Mortgage Loans) or as soon as practicable) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 the Subsequent Mortgage Loans) 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related OriginatorSeller, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 the Subsequent Mortgage Loans). 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfers, sells, assigns, sets over and otherwise conveys without recourse, to the Trustee on behalf of the Trust, all right, title and interest of the Sponsor in and to each Mortgage Loan listed on the Schedule of Mortgage Loans, all its right, title and interest in and to payments of principal and interest (including Prepaid Installments) due after the Cut-Off Date, and all payments of principal collected after the Cut-Off Date, together with all of its right, title and interest in and to all related Insurance Policies. The transfer by the Sponsor of the Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trustee on behalf of the Trust is absolute and is intended by the Holders and all parties hereto to be treated as a sale by the Sponsor. (b) In connection with the transfer, sale and assignment of the Mortgage Loans, the Sponsor agrees to: (i) cause to be delivered, on the Startup Day with respect to the Mortgage Loans, without recourse, to the Trustee (A) the original Notes, endorsed without recourse by the related Originator "For value received, I hereby transfer, endorse and assign to Norwest Bank Minnesota, National Association, as Trustee for EquiVantage Home Equity Loan Trust 1997-2, the Note and Deed of Trust or Mortgage securing the same, so far as the same pertains to said Note, without recourse"; (B) originals or certified copies of all intervening assignments, if any, showing a complete chain of assignment from origination to the Originator, including warehousing assignments, with evidence of recording or certification of filing for recordation thereon; (C) originals of all assumption and modification agreements, if any; (D) either: (1) the original Mortgage, with evidence of recording thereon, (2) a true and accurate copy of the Mortgage where the original Mortgage has been transmitted for recording, until such time as the original Mortgage is returned by the public recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (E) the original mortgage title insurance policy, title commitment, binder or attorney's opinion of title and abstract of title; provided that, in the event a copy of any mortgage, title policy or title commitment was originally delivered to the Trustee pursuant to this Section 3.5(b)(i)(E), the Sponsor shall cause the related original mortgage, title policy, or title commitment to be delivered to the Trustee within one year of the Startup Day; and (F) an assignment in blank of each Mortgage executed by the record holder of such Mortgage, which assignment shall be in recordable form; (ii) cause, within 30 days following the Startup Day, assignments of the Mortgages from the Sponsor or the related Originator, if the Originator is the record holder of such Mortgage to "Norwest Bank Minnesota, National Association, as Trustee of EquiVantage Home Equity Loan Trust 1997-2 under the Pooling and Servicing Agreement dated as of June 1, 1997", to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the Sponsor to the Trustee on behalf of the Trust; provided, however, that the Sponsor shall not be required to record an assignment for any Mortgage (x) until such original recording information is available or (y) as to which the Sponsor furnishes, within such 30-day period, at the Sponsor's expense, an opinion of counsel to the Trustee ("Assignment Opinion"), or other documentation acceptable to the Trustee and the Certificate Insurer, that opines or provides evidence that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form and substance satisfactory to the Certificate Insurer, Xxxxx'x and S&P). Following the expiration of such 30-day period and except with respect to Mortgages covered by the Assignment Opinions, the Sponsor shall cause to be recorded a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator, and shall promptly deliver a copy of such Mortgage assignment to the Trustee; and (iii) cause, within five Business Days following the expiration of such 30-day period referred to in clause (ii) above, to be delivered to the Trustee certified copies of all Mortgage assignments submitted for recording, together with a list (which list also shall be delivered to the Certificate Insurer) of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the Sponsor and (y) reasons why the Sponsor has not yet submitted such Mortgage assignments for recording. With respect to any Mortgage assignment set forth on the aforementioned list that has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Sponsor to cause such Mortgage assignments to be recorded, and shall inform the Certificate Insurer of the Sponsor's failure to cause such Mortgage assignments to be recorded. Thereafter, the Trustee shall, with respect to any assignment on the aforementioned list, upon the request of the Certificate Insurer (which request shall be made only if (i) applicable law requires such recordation to perfect the rights of the Trustee in the related Mortgage or (ii) the Certificate Insurer has removed the Servicer pursuant to Section 8.20), complete and cause to be submitted for recording the assignment of Mortgage referred to in clause (F) of Section 3.5(b)(i). In furtherance of the foregoing, the Sponsor agrees to cause to be delivered on the Startup Day an original executed power of attorney, executed by the Sponsor, substantially in the form of Exhibit L, authorizing the Trustee to complete and record the assignments of Mortgage described in clause (F) of Section 3.5(b)(i) above, and if necessary, to execute a new assignment of Mortgage for any Mortgage Loan if the original assignment of Mortgage delivered by the Sponsor to the Trustee is not in recordable form at such time as the assignment of Mortgage is to be recorded by the Trustee. All Mortgage assignments as to which an acceptable Assignment Opinion has not been delivered shall be accomplished within twelve months of the Startup Day (including any assignments not originally recorded due to lack of recordation information), unless the Certificate Insurer agrees to extend such period, at the expense of the Originator or of the Sponsor. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances as identified by the Sponsor where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. If the Servicer is removed pursuant to Section 8.20, the Trustee or other successor Servicer shall submit all assignments for recording; the costs of such assignments shall be paid by the Servicer. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Servicer hereby acknowledges that the Financing Statements have been duly submitted for filing. From time to time hereafter, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trust's and the Holders' interests in the Files against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements. (c) In the case of Mortgage Loans that have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Sponsor, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Sponsor shall transfer, sell, assign, set over and otherwise convey without recourse, to the Trustee on behalf of the Trust all right, title and interest of the Sponsor in and to any Qualified Replacement Mortgage delivered to the Trustee on behalf of the Trust by the Sponsor pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof and all its right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the applicable Replacement Cut-Off Date, and all of its right, title and interest in and to all related Insurance Policies. (e) As to each Mortgage Loan released from the Trust in connection with the repurchase thereof or conveyance of a Qualified Replacement Mortgage therefor, the Sponsor will prepare and deliver to the Trustee an appropriate instrument for execution by the Trustee, and the Trustee will transfer, assign, set over and otherwise convey to the Trustee without representation, warranty or recourse, for on the benefit of the Certificateholders and the Certificate InsurerSponsor's order, all the of its 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 such released Mortgage Loan Scheduleand all the Trust's right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the rights applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the Depositor under the Mortgage Loan Purchase Agreementsapplicable Replacement Cut-Off Date, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either Servicer on or with respect to the Mortgage Loans (other than payments of principal its right, title and interest due on such Mortgage Loans on or before the Cut-off Date). in and to all related Insurance Policies. (f) In connection with such transfer any transfer, sale and assignmentassignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for Sponsor agrees to cause to be delivered to the Trustee (the items described in which capacity Section 3.5(b) on the Trust Administrator willdate of such transfer, unless otherwise specifiedsale and assignment or, be acting under this Article IIif a later delivery time is permitted by Section 3.5(b), the following documents or instruments with respect then no later than such later delivery time. (g) As to each Mortgage Loan so transferred released from the Trust in connection with the repurchase thereof or conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and assigned (a "Mortgage File"): on the order of the Sponsor (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, or the certified copy, relating thereto, if the certified copy is a legal substitute for an otherwise unavailable original Note endorsed in the following form: "Pay without recourse, to the order of ___________________, as Trustee under the applicable agreement, without recourse," Sponsor and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) such other documents as constituted the original Mortgage File with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;respect thereto. (iiih) an original Assignment If a Mortgage assignment is lost during the process of the Mortgage executed in the following form: "____________________________recording, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment is returned from the originator recorder's office unrecorded due to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related Servicer Sponsor shall promptly 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 cause each such Assignment assignment to be duly recorded. With respect to a maximum of approximately ___% of . (i) The Sponsor shall reflect on its records that the Original Mortgage Loans, by outstanding 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 have been sold to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered Trust. (j) The Sponsor shall deliver to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust AdministratorServicer, the Certificate Insurer and the Rating Agencies by Trustee a schedule of the related Originator if delivery pursuant Escrow Loans. (k) With respect to clause (2) above will be made more than 180 days each Escrow Loan, the Sponsor shall deliver to the Trustee within one year after the Closing Date. If Date the following documents related to such Escrow Loan: (i) escrow agreement, (ii) disbursement ledger, (iii) Mortgagor's certification as to completion, (iv) if applicable, contractor's certification as to completion, and (v) if applicable, appraiser's unqualified certification as to final completion pursuant to which the appraiser (or, if the original lenderappraiser has since died, retired, has been certified as an incompetent, has gone insane or otherwise is unable to perform, a suitable substitute appraiser) confirms that the Appraised Value of the Property upon completion of the improvement (disregarding intervening changes, if any, in market value) is at least equal to such appraiser's title insurance policy was not original estimate of such Appraised Value (each such document, a "Required Escrow Document"). The Trustee shall hold each Required Escrow Document so delivered pursuant to Section 2.01(vi) abovein the related File. No later than the end of the thirteenth month following the Startup Day, the Depositor Trustee shall deliver or cause to be delivered report to the Trust Administrator, promptly after receipt thereofSponsor, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to Originator, the Trust Administrator 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. All original documents Servicer and the Certificate Insurer whether all Required Escrow Documents relating to the Mortgage Escrow Loans have been received by the Trustee. If such report indicates that are any Required Escrow Document has not delivered to been received, the Trust Administrator are and Sponsor shall be held by or on behalf required to take the actions set forth in Section 3.6(b) if the lack of such Required Escrow Document materially and adversely affects the interest of the related Originator, the Seller, the Depositor Holders or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver in the Policy to the Trust Administrator for the benefit of the Certificateholdersrelated Escrow Loan.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the Applicable 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 connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Trust Administrator, as custodian for Custodian on behalf of the Trustee (in which capacity the Trust Administrator 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 (in each case, a "“Mortgage File"”): (i) the original Mortgage Note, including any riders thereto, endorsed without recourse to the order of blank or to “HSBC Bank USA, National Association, as Trustee” and showing to the extent available to the Depositor an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee or any assignee, transferee or designee of the Trustee; (Aii) The original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or, if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form); (iii) the original or copy of any guarantee executed in connection with the Mortgage Note, if any; (iv) if the Mortgage Note, the Mortgage, any Assignment, or any other related document has been signed by a Person on behalf of the Mortgagor, the original or copy of the original power of attorney or other instrument that authorized and empowered such Person to sign; (v) the original or copy of the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any (vi) Unless the Mortgage Loan is a MERS Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee or any assignee, transferee or designee of the Trustee of the Mortgage with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order name of ___________________“HSBC Bank USA, National Association, as Trustee under the applicable agreementTrustee”, without recourse," and which shall have been recorded (bor if clause (x) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following proviso below applies, shall be in recordable form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable); (iivii) An original or a copy of all intervening assignments of the original Mortgage with evidence of recording thereon, and the original recorded power of attorneyMortgage, if any, to the Mortgage was executed pursuant extent available to a power of attorneythe Depositor, with evidence of recording thereon; (iiiviii) an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator With respect to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a any first lien or second lien on Mortgage Loan, the Mortgaged Property represented therein as a fee interest vested original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance or, in the Mortgagorevent such original title policy has not been received from the title insurer, or such original title policy will be delivered within one year of the Closing Date or, in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report photocopy of such title issued by policy or, in lieu thereof, a current lien search on the related Mortgaged Property; and with respect to any piggyback loan, the original policy of title insurance or escrow company. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver mortgagee’s certificate of title insurance or commitment or binder for title insurance issued as to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the related first lien Mortgage Loan Schedule endorsing each related Mortgage Note or, in the following form: "Pay to the order of _______________________lieu thereof, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of a lien search on the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator of the recording information for a Mortgage, but Mortgaged Property that was conducted in no event later than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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, connection with the related Servicer shall promptly prepare first lien Mortgage Loan; and (ix) Originals or cause to be prepared a substitute Assignment copies of all assumption, modification or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Datesubstitution agreements, if any original Mortgage Note referred to in Section 2.01(i) above cannot be locatedany, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originatorassumption, delivery to the Trust Administrator promptly upon receipt thereof of either the original modification, consolidation or extension agreements have been lost, 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 Trusteeassumption, the Trust Administratormodification, the Certificate Insurer and the Rating Agencies by the related Originator 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 consolidation or cause to be delivered to the Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.extension agreements;

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfersells, assignassigns, transfers, sets over and otherwise conveys or shall request or cause to be transferred, sold, assigned, set over and otherwise convey conveyed to the Trustee without recourseTrust, for the benefit of the Certificateholders and the Certificate InsurerTrust hereby purchases and acquires, without recourse (subject to the Sponsor's obligations herein), all the right, title and interest of the DepositorSponsor in and to: (i) all Mortgage Loans listed on the Schedule of Mortgage Loans, and their respective Principal Balances (including all Additional Balances) and all principal and interest collected in respect thereof on or after the respective Cut-Off Date; (ii) all Mortgaged Properties to the extent that they are acquired by foreclosure or deed in lieu of foreclosure; (iii) all of the Sponsor's rights under any Mortgage Insurance Policies covering the Mortgaged Properties; (iv) all of the Sponsor's rights and benefits, but none of its obligations or burdens, under Sections 2.03, 2.05, 4.01, 4.02 and 4.04 (other than the fourth paragraph thereof) of the Purchase Agreement, including any security interest therein for the benefit all of the Depositor, Sponsor's rights and remedies in the event of certain breaches by the Originators of their respective representations and warranties under Sections 4.01 and 4.02 of the Purchase Agreement; (v) all Mortgage Files and other documents relating to the Mortgage Loans identified foregoing; (vi) all amounts held in the Accounts (excluding net investment earnings on the Mortgage Loan SchedulePrincipal and Interest Account, the rights of Note Account and the Depositor under Capitalized Interest Account); (vii) all proceeds with respect to the Mortgage Loan Purchase Agreements, foregoing; and (viii) all other assets included or to be included in REMIC I. Such assignment includes the Trust Estate created under the Indenture for the benefit of the Noteholders and the Insurer; provided, however, that neither the Trust nor any of its Assignees (including the Indenture Trustee) shall assume any obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, it being understood that neither the Trust nor any of its Assignees (including the Indenture Trustee) shall be required or permitted to fund any such future advances. As full consideration for the Sponsor's sale, assignment, transfer, set-over and conveyance to the Trust of all of its right, title and interest in and principal received by the Depositor or either Servicer on or with respect to the Mortgage Loans and the other rights and properties specified above, the Trust shall (A) pay to or upon the order of the Sponsor that amount in immediately available funds equal to the proceeds of the sale of the Notes, net of any underwriting discounts and other than payments transaction costs (including the cost of principal obtaining the Policy as described above and the expenses referred to in Section 2.01 of the Purchase Agreement), and (B) direct the issuance of one or more Certificates evidencing in the aggregate 100% of the beneficial ownership interest due on in the Trust to or upon the order of the Sponsor or its designees, all in such Mortgage Loans amounts as the Sponsor shall determine on or before the Cut-off Closing Date). In connection with such transfer . (b) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans (including the related Mortgage Files and assignment, the Depositor does hereby deliver to, other rights and deposit with, properties described in Section 2.1(a) above) by the Sponsor to the Trust Administrator, as custodian for contemplated by Section 2.1(a) be construed as a sale of the Trustee (in which capacity Mortgage Loans by the Sponsor to the Trust Administrator willfor certain non-tax purposes. It is not the intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Sponsor to the Trust or any of the Trust's Assignees (including the Indenture Trustee) to secure a debt or other obligation of the Sponsor or any Assignor of the Sponsor. However, unless otherwise specifiedin the event and to the extent that, notwithstanding the intent of the parties hereto, any or all of the Mortgage Loans (including the related Mortgage Files and the other rights and properties described in Section 2.1(a) above) are held to be acting under this Article II)property of the Sponsor or its Assignors, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"):then: (i) (A) with respect this Agreement shall also be deemed to each Mortgage Loan on Part A be a security agreement within the meaning of Article 9 of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: Uniform Commercial Code ("Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: UCC"Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable); (ii) the original conveyance provided for herein shall be deemed to be a grant by the Sponsor to the Trust of a first priority security interest in all of the Sponsor's right, title and interest in and to the Mortgage with evidence of recording thereon, Loans (including the related Mortgage Files and the original recorded power other rights and properties described in Section 2.1(a) above) and all amounts payable to the holder of attorney, if the Mortgage was executed pursuant Loans and/or such rights or properties in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including all amounts from time to a power time held or invested in the Accounts (excluding net investment earnings on the Principal and Interest Account, the Note Account and the Capitalized Interest Account), whether in the form of attorneycash, with evidence of recording thereoninstruments, securities or other property; (iii) an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided possession by the Trust Administrator. The Trust Administratoror any of its Assignees or their respective bailees or agents of items of property that constitute instruments, at the expense of the related Servicermoney, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit negotiable documents or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 chattel paper shall be deemed to be satisfied upon delivery to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified "possession by the related Originator in secured party" for purposes of perfecting 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 security interest pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf 9-305 of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.California UCC;

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator will, unless otherwise specified, be acting under this Article II), Custodian on behalf of the Trustee) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator Originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator Originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding principal balance 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee or the Custodian of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of NC Capital pursuant to the terms of the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Custodian, the Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of NC Capital pursuant to the terms of the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of NC Capital pursuant to the Mortgage Loan Purchase Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Trustee (or the 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator NC Capital 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 Trust AdministratorTrustee (or the Custodian on behalf of the Trustee), promptly after receipt thereof, the original lender's title insurance policypolicy with a copy thereof to the Servicer. The Depositor shall deliver or cause to be delivered to the Trust Administrator Trustee (or the 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 LoanLoan with a copy thereof to the Servicer. The Depositor shall deliver or cause the Originator, NC Capital, the Trustee or the Custodian to deliver to the Servicer copies of all trailing documents required to be included in the servicing file at the same time the originals or certified copies thereof are delivered to the Trustee or Custodian, such documents including but not limited to the mortgagee policy of title insurance and any mortgage loan documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurring in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs it may incur in connection with performing its obligations under this Agreement. Subject to Section 6.03(a), the Servicer shall have no liability as a result of an inability to service any Mortgage Loan due to its failure to receive any documents missing from the Mortgage File or servicing file. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related Originator, NC Capital, the Seller, the Depositor or the related 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 Trust AdministratorTrustee (or the 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 related Servicer. The Depositor herewith delivers to and the Trustee 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trustee to, and the Trust Administrator an executed copy Trustee hereby agrees to execute, deliver and perform its obligations under each of the Mortgage Loan Purchase Agreements. In addition to Cap Contracts on the foregoingClosing Date and thereafter on behalf of the Holders of the Group I Certificates, the Depositor Group II Certificates and the Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Group I Certificates, the Group II Certificates and the Mezzanine Certificates, by their acceptance of such Certificates, acknowledge and agree that the Trustee shall cause execute, deliver and perform its obligations under each of the Certificate Insurer to deliver the Policy to Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator will, unless otherwise specified, be acting under this Article II), Custodian on behalf of the Trustee) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee or the Custodian of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Custodian or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of the Originator pursuant to the Mortgage Loan Purchase Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Trustee (or the 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee (or the 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 Trust Administrator Trustee (or the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee (or the 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 on behalf of the Trust Fund with the Swap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "“Mortgage File"”): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "form “Pay to the order of ___________________Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, ” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's ’s title insurance policypolicy or certified copy thereof or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, Loans by outstanding principal balance 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's ’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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's ’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to be executed in the following form: “Xxxxx 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 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless 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; provided, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee parties hereto understand and agree that it is not intended that any Mortgage Loans be included in the Trust Administrator an executed copy that are (a) “high cost” loans under the Home Ownership and Equity Protection Act of the Mortgage Loan Purchase Agreements. In addition to the foregoing1994 or (b) “high cost,” “threshold,” “covered” or “predatory” loans under any other applicable federal, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator state or local law (including without limitation any regulation or ordinance) (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for the benefit of the Certificateholdersresidential mortgage loans having high interest rates, points and/or fees).

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________Firstar Bank Milwaukee, N.A., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________Firstar Bank Milwaukee, N.A., as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Master Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Administrator or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related Originator Master Servicer (in its capacity as 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 related Master Servicer (in its capacity as Originator), delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.constituting

Conveyance of the Mortgage Loans. The (a) On the terms and conditions of this Agreement, on each Transfer Date, (i) each Originator agrees to offer for sale and to sell Mortgage Loans to the Depositor and deliver the related Mortgage Loan Documents to or at the direction of the Depositor and (ii) the Depositor agrees to offer for sale and to sell the Mortgage Loans to the Trust and deliver the related Mortgage Loan Documents to or at the direction of the Trust. To the extent the Trust has or is able to obtain sufficient funds under the Indenture and the Secured Notes for the purchase thereof, the Trust agrees to purchase such Mortgage Loans offered for sale by the Depositor. (b) During the Funding Period, concurrently on each Transfer Date, subject to the conditions precedent set forth in Section 6.01 (and Section 6.02 with respect to the initial Transfer Date) and in accordance with the execution and delivery hereofprocedures set forth in this Agreement, does hereby transfer, assign, set over and otherwise convey (i) the related Originator will assign to the Trustee Depositor and (ii) the Depositor will assign to the Trust without recourse, for the benefit recourse all of the Certificateholders and the Certificate Insurer, all the its respective 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 listed on the Mortgage Loan ScheduleSchedule attached to the related Assignment, the rights of the Depositor under the Mortgage Loan Purchase Agreementsincluding all interest, principal, prepayment fees and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal amounts received by the related Originator, the Depositor or either the 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of after the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if together with servicing rights and all right, title and interest in and to the proceeds of any original related Mortgage Note referred to Insurance Policies and all proceeds of the foregoing. (c) The foregoing sales, transfers, assignments, set overs and conveyances do not, and are not intended to, result in Section 2.01(i) above cannot be located, a creation or an assumption by the Trust of any of the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to Depositor, any Originator or any other Person in connection with the Mortgage Loans or under any agreement or instrument relating thereto except as specifically set forth herein. (d) As of each Transfer Date, the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in acknowledges the form of Exhibit I attached hereto. If any conveyance to it of the original Mortgage Notes for which a lost note affidavit was delivered to Loans and other property comprising the Trust Administrator is subsequently locatedEstate, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. If any of the documents referred to in Sections 2.01(ii)including all rights, (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 title and interest of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered Loans, receipt of which is hereby acknowledged by the Trust. Concurrently with such delivery, as of each Transfer Date, pursuant to the Indenture the Trust Administrator are pledges the Mortgage Loans and shall be held by or all the other property comprising the Trust Estate to the Indenture Trustee as collateral agent and secured party on behalf of the related Originator, the Seller, the Depositor or the related Servicer, as the case may be, in trust and 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersNoteholders.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereofof this Agreement, does hereby transfer, assign, set over and otherwise convey to the Trustee Trust without recourse, for the benefit recourse (subject to Sections 2.02 and 2.04) all of the Certificateholders and the Certificate Insurer, all the its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan and the related Mortgage File, including its Cut-Off Date Principal Balance and all collections in respect of interest and principal received after the Cut-Off Date; (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under the insurance policies in respect of the Mortgage Loans identified (including any Insurance Proceeds); (iv) amounts on deposit in the Mortgage Loan Schedule, Collection Account and the Distribution Account; (v) its rights of the Depositor under the Mortgage Loan Purchase Agreements, and Agreement (excluding its rights to indemnification under the indemnification provisions thereof); (vi) all other assets included or to be included in REMIC I. Such assignment includes the Trust for the benefit of the Class A Noteholders, the Transferor and the Insurer and (vii) any and all interest and principal received by proceeds of the Depositor or either Servicer foregoing. In addition, on or with respect prior to the Mortgage Loans (other than payments Closing Date, the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of principal and interest due on such Mortgage Loans on or before the Cut-off Date)Class A Noteholders. In connection with such transfer transfer, assignment, sale and assignmentconveyance by the Depositor, the Depositor does hereby shall, within ___ days of an Assignment Event, cause the Seller to deliver to, and deposit with, the Trust Administrator, as custodian for the Indenture Trustee (in which capacity or its designee), on or before the Trust Administrator will, unless otherwise specified, be acting under this Article II)Closing Date, the following documents or instruments with respect to each Mortgage Loan so transferred (the "Related Documents") and assigned (a "the Mortgage File"):Loan Schedule in computer readable format: (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank, with all intervening endorsements showing a complete chain of title from the following form: "Pay originator of such Mortgage Loan to the Seller; (ii) the original Mortgage, with evidence of recording thereon, provided that if the original Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller shall deliver to the Indenture Trustee a certified true copy of such original Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original Mortgage has been so delivered to such recording office; in all such instances, the Seller shall deliver or cause to be delivered the original recorded Mortgage to the Indenture Trustee promptly upon receipt of the original recorded Mortgage; (iii) the original Assignment of Mortgage, from the Seller to "[ ], as Indenture Trustee for [ ]Home Equity Loan Trust 200_-_", which assignment shall be in form and substance acceptable for recording; (iv) the original attorney's opinion of title or the original policy of title insurance, provided that if any such original policy of title insurance has not yet been received by the Seller, the Seller may have delivered to the Indenture Trustee a copy of such policy or a title insurance binder or commitment for the issuance of such policy; (v) originals of all intervening assignments of Mortgage, with evidence of recording thereon, showing a complete chain of title from the originator to the Seller, provided that if any such original intervening assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller shall have delivered to the Indenture Trustee a certified true copy of such original assignment of Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original assignment of Mortgage has been so delivered to such recording office; in all such instances, the Seller shall deliver or cause to be delivered any such original assignments to the Indenture Trustee promptly upon receipt thereof; and (vi) originals of all assumption and modification agreements, if any. The Seller hereby confirms to the Owner Trustee, the Indenture Trustee and the Insurer that it has made the appropriate entries in its general accounting records, to indicate that such Mortgage Loans have been transferred to the Trust and constitute part of the Trust in accordance with the terms of the Trust. The Servicer hereby confirms to the Owner Trustee, the Indenture Trustee and the Insurer 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. Except as herein provided the Seller shall, as custodian for the benefit of the Owner Trustee, Indenture Trustee and the Issuer be entitled to maintain possession of the foregoing documents and instruments discussed above and shall not be required to deliver any of them to the Indenture Trustee. In the event, however, that possession of any such documents or instruments is required by any Person (including the Indenture Trustee) acting as successor Servicer pursuant to Section 7.02 in order to carry out the duties of the Servicer hereunder, then such successor Servicer shall be entitled to request delivery at the expense of the Servicer of such documents or instruments by the Servicer and to retain such documents or instruments for servicing purposes; provided that the Indenture Trustee or such successor Servicer shall maintain such documents at such offices as may be required by any regulatory body having jurisdiction over such Mortgage Loan. Within ______________ days of an Assignment Event, the Seller, at its expense, shall with respect to each Mortgage Loan with respect to which the related Mortgaged Property is located in ______, as Trustee under the applicable agreement, without recourse," and either (ba) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) submit send or cause to be submitted sent for recordingrecording the Assignments of Mortgage in favor of the Indenture Trustee in the appropriate real property or other records (which may be a blanket assignment if permitted by applicable law), at no expense or (b) provide to the Indenture Trustee and the Insurer, an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that, as to any Mortgage Loan with respect to which the related Mortgaged Property is located in such state, recordation of an Assignment of Mortgage in such state is not necessary to transfer title to the related Mortgage Note to the Trust Fund, or to pledge to the Trustee, Indenture Trustee the Trust Administrator, Trust's rights under such Mortgage Note in respect of which the Certificate Insurer or the Depositor, Mortgaged Property is located in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) abovesuch state. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the related Servicer Seller, at its own expense, shall promptly prepare or cause to be prepared a substitute Assignment of Mortgage or cure or cause to be cured such defect, as the case may be, and thereafter cause the Seller shall be required to submit each such Assignment to be duly recordedof Mortgage for recording. With respect to a maximum of approximately ___% any non-recordation state, the Seller may. Any failure of the Original Mortgage Loans, by outstanding principal balance Seller to comply with this Section shall result in the obligation of the Original Seller to purchase such Mortgage Loans pursuant to the provisions of Section 2.02 or substitute for the related Mortgage Loans pursuant to the provisions of Section 2.06. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other property described above by the Depositor to the Trust, as provided in this Agreement, be, and be construed as, a sale of all of the Depositor's right, title and interest in the Mortgage Loans and the other property described above by the Depositor to the Trust. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and the other property described above by the Depositor to the Trust to secure a debt or other obligation of the Depositor. However, in the event, that notwithstanding the intent of the parties, the Mortgage Loans and the other property described above are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the other property described above, then, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the applicable state; and (b) the Depositor hereby grants to the Trust a security interest in and to all of the Depositor's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) All accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, certificated securities and uncertificated securities consisting of, arising from or relating to any of the property described in (A) through (F) below: (A) each Mortgage Loan, including (a) the Mortgage File, including the Mortgage Note and the related Mortgage and (b) its Principal Balance and all collections in respect thereof received after the Cut-off Off Date, if identified on the Mortgage Loan Schedule, including all Eligible Substitute Mortgage Loans; (B) its rights under the Mortgage Loan Purchase Agreement and the Support Agreement; (C) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (D) its rights under the insurance policies in respect of the Mortgage Loans (including any original Mortgage Note referred Insurance Proceeds); (E) amounts on deposit in the Collection Account and the Distribution Account; and (F) all other assets included or to be included in Section 2.01(i) above cannot be locatedthe Trust for the benefit of the Class A Noteholders, the obligations Transferor in respect of the Depositor to deliver Senior Interest Participation and the Insurer; and (II) All proceeds of the collateral described in (I); (b) The possession by the Indenture Trustee or its designee, of Mortgage Files, including the Mortgage Notes and the Mortgages and such documents other goods, letters of credit, advices of credit, instruments, money, documents, chattel paper or certificated securities shall be deemed to be satisfied upon delivery "possession by the secured party," or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Trust Administrator of a photocopy of such Mortgage NoteUCC (including, if availablewithout limitation, with a lost note affidavit substantially Sections 9-305, 8-313 or 8-321 thereof) as in force in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered relevant jurisdiction; and notifications to the Trust Administrator is subsequently locatedpersons holding such property, and acknowledgments, receipts or confirmations from persons holding such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. If any of the documents referred to in Sections 2.01(ii)property, (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 notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Indenture Trustee or its designee for the purpose of perfecting such security interest under applicable law. The Seller, the Servicer, the Depositor and the Indenture Trustee, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the proceeds thereof, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Trust shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. (c) The Indenture Trustee agrees to execute and deliver upon delivery to it of the Mortgage Files following an Assignment Event an acknowledgment of receipt of, for each Mortgage Loan, the items required to be delivered by the Seller pursuant to Section 2.01(a) (i) through (vi). The Indenture Trustee agrees, for the benefit of Class A Noteholders, and the Insurer, within days after such delivery, to review the Mortgage Files to ascertain that all required documents set forth in paragraphs (i) through (vi) of Section 2.01(a) have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule and that the Mortgage Notes have been endorsed as set forth in Section 2.01(a), and in so doing the Indenture Trustee may rely on the purported due execution and genuineness of any signature thereon. If within such -day period the Indenture 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 Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee shall promptly upon the conclusion of such review notify the Seller, the Depositor and the Insurer, and the Seller shall have a period of days after such notice within which to correct or cure any such defect; provided, however, that if such defect shall not have been corrected or cured within such -day period due primarily to the failure of the related office of real property or other records to return any document constituting a part of a Mortgage File, the Seller shall so notify the Indenture Trustee and the Insurer in writing and the period during which such defect may be corrected or cured shall be extended until such time as any such documents are returned from such related office (in no event, however, will such period extend beyond one (1) delivery year from the date of discovery of such defect); provided that prior to any such extension the Seller shall deliver to the Trust Administrator of a copy of each such document certified by the related Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be Indenture Trustee a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the related Originator, delivery to the Trust Administrator promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office Seller to be a true and complete copy of the original. Notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereofcorrect copy, the original lender's title insurance policyof which has been transmitted for recordation. The Depositor Indenture Trustee shall deliver have no responsibility for reviewing any Mortgage File except as expressly provided in this Section 2.01. In reviewing any Mortgage File pursuant to this Section, the Indenture Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or cause endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture 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 delivered what it purports to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 and, where applicable, that any such original document is required pursuant to the terms of this Section it purports to be a part of a Mortgage File, such document shall be delivered promptly to the Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholdersrecorded.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________Firstar Bank Milwaukee, N.A., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________Firstar Bank Milwaukee, N.A., as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Master Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) Date submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Administrator or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related Originator Master Servicer (in its capacity as 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 related Master Servicer (in its capacity as Originator), delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust Administrator. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfers, sells, assigns, sets over and otherwise conveys without recourse, to the Trustee on behalf of the Trust, all right, title and interest of the Sponsor in and to each Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Sponsor on the Startup Day, all its right, title and interest in and to payments of principal and interest (including Prepaid Installments) due after the Cut-Off Date, and all payments of principal collected after the Cut-Off Date, together with all of its right, title and interest in and to all related Insurance Policies. The transfer by the Sponsor of the Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trustee on behalf of the Trust is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Sponsor. (b) In connection with the transfer, sale and assignment of the Mortgage Loans, the Sponsor agrees to: (i) cause to be delivered, on the Startup Day with respect to the Mortgage Loans, without recourse, to the Trustee (A) the original Notes, endorsed without recourse by the related Originator "For value received, I hereby transfer, endorse and assign to Norwest Bank Minnesota, National Association, as Trustee for EquiVantage Home Equity Loan Trust 1996-4, the Note and Deed of Trust or Mortgage securing the same, so far as the same pertains to said Note, without recourse"; (B) originals or certified copies of all intervening assignments, if any, showing a complete chain of assignment from origination to the Originator, including warehousing assignments, with evidence of recording or certification of filing for recordation thereon; (C) originals of all assumption and modification agreements, if any; (D) either: (1) the original Mortgage, with evidence of recording thereon, (2) a true and accurate copy of the Mortgage where the original Mortgage has been transmitted for recording, until such time as the original Mortgage is returned by the public recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (E) the original mortgage title insurance policy, title commitment, binder or attorney's opinion of title and abstract of title; provided that, in the event a copy of any mortgage, title policy or title commitment was originally delivered to the Trustee pursuant to this Section 3.5(b)(i)(E), the Sponsor shall cause the related original mortgage, title policy, or title commitment to be delivered to the Trustee within one year of the Startup Day; and (F) an assignment in blank of each Mortgage executed by the record holder of such Mortgage, which assignment shall be in recordable form; (ii) cause, within 30 days following the Startup Day, assignments of the Mortgages from the Sponsor or the related Originator, if the Originator is the record holder of such Mortgage to "Norwest Bank Minnesota, National Association, as Trustee of EquiVantage Home Equity Loan Trust 1996-4 under the Pooling and Servicing Agreement dated as of November 1, 1996", to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the Sponsor to the Trustee on behalf of the Trust; provided, however, that the Sponsor shall not be required to record an assignment for any Mortgage (x) until such original recording information is available or (y) as to which the Sponsor furnishes, within such 30-day period, at the Sponsor's expense, an opinion of counsel to the Trustee ("Assignment Opinion") which opines that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form and substance satisfactory to the Certificate Insurer, Xxxxx'x and S&P). Following the expiration of such 30-day period and except with respect to Mortgages covered by the Assignment Opinions, the Sponsor shall cause to be recorded a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator, and shall promptly deliver a copy of such Mortgage assignment to the Trustee; and (iii) cause, within five Business Days following the expiration of such 30-day period referred to in clause (ii) above, to be delivered to the Trustee certified copies of all Mortgage assignments submitted for recording, together with a list (which list also shall be delivered to the Certificate Insurer) of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the Sponsor and (y) reasons why the Sponsor has not yet submitted such Mortgage assignments for recording. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Sponsor to cause such Mortgage assignments to be recorded, and shall inform the Certificate Insurer of the Sponsor's failure to cause such Mortgage assignments to be recorded. Thereafter, the Trustee shall, with respect to any assignment on the aforementioned list, upon the request of the Certificate Insurer (which request shall be made only if (i) applicable law requires such recordation to perfect the rights of the Trustee in the related Mortgage or (ii) the Certificate Insurer has removed the Servicer pursuant to Section 8.20), complete and cause to be submitted for recording the assignment of Mortgage referred to in clause (F) of Section 3.5(b)(i). In furtherance of the foregoing, the Sponsor agrees to cause to be delivered on the Startup Day an original executed power of attorney, executed by the Sponsor, substantially in the form of Exhibit L, authorizing the Trustee to complete and record the assignments of Mortgage described in clause (F) of Section 3.5(b)(i) above, and if necessary, to execute a new assignment of Mortgage for any Mortgage Loan if the original assignment of Mortgage delivered by the Sponsor to the Trustee is not in recordable form at such time as the assignment of Mortgage is to be recorded by the Trustee. All Mortgage assignments as to which an acceptable Assignment Opinion has not been delivered shall be accomplished within twelve months of the Startup Day (including any assignments not originally recorded due to lack of recordation information), unless the Certificate Insurer agrees to extend such period, at the expense of the Originator or of the Sponsor. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances as identified by the Sponsor where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. If the Servicer is removed pursuant to Section 8.20, the Trustee or other successor Servicer shall submit all assignments for recording; the costs of such assignments shall be paid by the Servicer. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. The Servicer hereby acknowledges that the Financing Statements have been duly submitted for filing. From time to time hereafter, the Servicer shall take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trust's and the Owners' interests in the Files against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements. (c) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Sponsor, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Sponsor shall transfer, sell, assign, set over and otherwise convey without recourse, to the Trustee on behalf of the Trust all right, title and interest of the Sponsor in and to any Qualified Replacement Mortgage delivered to the Trustee on behalf of the Trust by the Sponsor pursuant to Section 3.3, Section 3.4 or Section 3.6 hereof and all its right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the applicable Replacement Cut-Off Date, and all of its right, title and interest in and to all related Insurance Policies. (e) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Sponsor will prepare and deliver to the Trustee an appropriate instrument for execution by the Trustee, and the Trustee will transfer, assign, set over and otherwise convey to the Trustee without representation, warranty or recourse, for on the benefit of the Certificateholders and the Certificate InsurerSponsor's order, all the of its 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 such released Mortgage Loan Scheduleand all the Trust's right, title and interest to unscheduled payments of principal (including Prepayments) collected on and after the rights applicable Replacement Cut-Off Date, together with all payments of principal collected and interest due after the Depositor under the Mortgage Loan Purchase Agreementsapplicable Replacement Cut-Off Date, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either Servicer on or with respect to the Mortgage Loans (other than payments of principal its right, title and interest due on such Mortgage Loans on or before the Cut-off Date). in and to all related Insurance Policies. (f) In connection with such transfer any transfer, sale and assignmentassignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for Sponsor agrees to cause to be delivered to the Trustee (the items described in which capacity Section 3.5(b) on the Trust Administrator willdate of such transfer, unless otherwise specifiedsale and assignment or, be acting under this Article IIif a later delivery time is permitted by Section 3.5(b), the following documents or instruments with respect then no later than such later delivery time. (g) As to each Mortgage Loan so transferred released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and assigned (a "Mortgage File"): on the order of the Sponsor (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, or the certified copy, relating thereto, if the certified copy is a legal substitute for an otherwise unavailable original Note endorsed in the following form: "Pay without recourse, to the order of ___________________, as Trustee under the applicable agreement, without recourse," Sponsor and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) such other documents as constituted the original Mortgage File with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;respect thereto. (iiih) an original Assignment If a Mortgage assignment is lost during the process of the Mortgage executed in the following form: "____________________________recording, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment is returned from the originator recorder's office unrecorded due to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related Servicer Sponsor shall promptly 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 cause each such Assignment assignment to be duly recorded. With respect to a maximum of approximately ___% of . (i) The Sponsor shall reflect on its records that the Original Mortgage Loans, by outstanding 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 have been sold to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered Trust. (j) The Sponsor shall deliver to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust AdministratorServicer, the Certificate Insurer and the Rating Agencies by Trustee a schedule of the related Originator if delivery pursuant Escrow Loans. (k) With respect to clause (2) above will be made more than 180 days each Escrow Loan, the Sponsor shall deliver to the Trustee within one year after the Closing Date. If Date the following documents related to such Escrow Loan: (i) escrow agreement, (ii) disbursement ledger, (iii) Mortgagor's certification as to completion, (iv) if applicable, contractor's certification as to completion and (v) if applicable, appraiser's unqualified certification as to final completion pursuant to which the appraiser (or, if the original lenderappraiser has since died, retired, has been certified as an incompetent, has gone insane or otherwise is unable to perform, a suitable substitute appraiser) confirms that the Appraised Value of the Property upon completion of the improvement (disregarding intervening changes, if any, in market value) is at least equal to such appraiser's title insurance policy was not original estimate of such Appraised Value (each such document, a "Required Escrow Document"). The Trustee shall hold each Required Escrow Document so delivered pursuant to Section 2.01(vi) abovein the related File. No later than the end of the thirteenth month following the Startup Day, the Depositor Trustee shall deliver or cause to be delivered report to the Trust Administrator, promptly after receipt thereofSponsor, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to Originator, the Trust Administrator 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. All original documents Servicer and the Certificate Insurer whether all Required Escrow Documents relating to the Mortgage Escrow Loans have been received by the Trustee. If such report indicates that are any Required Escrow Document has not delivered to been received, the Trust Administrator are and Sponsor shall be held by or on behalf required to take the actions set forth in Section 3.6(b) if the lack of such Required Escrow Document materially and adversely affects the interest of the related Originator, the Seller, the Depositor Owners or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver in the Policy to the Trust Administrator for the benefit of the Certificateholdersrelated Escrow Loan.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. I-A and REMIC I-B. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U. S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy (except with respect to any Mortgage Loan originated with a Principal Balance of $150,000 or less), together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related ServicerSeller, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. above and the Depositor shall execute each original Assignment in the following form: "U. S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the related Servicer 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. If the Seller is unable to pay the cost of recording the Assignments, such expense will be paid by the Trust Administrator and shall be reimbursable to the Trust Administrator as an Extraordinary Trust Fund Expense. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related OriginatorSeller, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days Promptly following the Closing Trustee Transfer Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for Trustee shall cause each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following formto be endorsed as follows: "Pay to the order of _______________________U.S. Bank National Association, as Trustee under the applicable agreementTrustee, without recourse." and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related ServicerOriginator, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Administrator or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above. above and, promptly following the Trustee Transfer Date, the Depositor shall execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the related Servicer 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. If the Originator is unable to pay the cost of recording the Assignments, such expense will be paid by the Trust Administrator and shall be reimbursable to the Trust Administrator as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing, the Trust Administrator need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction where the Rating Agencies do not require recordation in order to receive the ratings on the Certificates at the time of their initial issuance; provided, however, each Assignment shall be submitted for recording by the Trust Administrator (at the expense of the Originator) in the manner described above, at no expense to the Trust Fund, the Trustee or the Trust Administrator, 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 Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon (a) receipt of written notice by the Trust Administrator that recording of the Assignments is required pursuant to one or more of the conditions (excluding (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (vi) in the preceding sentence, the Depositor shall be required to deliver such Assignments within 30 days following receipt of such notice. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust Administrator. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator will, unless otherwise specified, be acting under this Article II), Custodian on behalf of the Trustee) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R)System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee or the Custodian of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Custodian or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of the Originator pursuant to the Mortgage Loan Purchase Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Trustee (or the 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee (or the 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 Trust Administrator Trustee (or the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee (or the 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 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 AgreementsMaster Agreement (as assigned to the Depositor pursuant to the terms of the Assignment Agreement), and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 also delivers to the Trustee an executed copy of each of the Assignment Agreement and the Master Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage NoteNote (including any riders thereto), endorsed in blank or in the following form: "Pay to the order of ___________________Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage (including any riders thereto), 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall enforce the obligation of the Originator under the Master Agreement to promptly (within sixty days following the later of the Closing Date and the date of receipt by the 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 Originator and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, 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 or cause each original Assignment to 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 Originator 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 the Originator and the Seller are 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. In the event that any Assignment is not recorded or improperly recorded, the Servicer shall have no liability for its failure to receive or act on notices related to such Assignment. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator will, unless otherwise specified, be acting under this Article II), Custodian on behalf of the Trustee) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) within three Business Days. The Trustee shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee or the Custodian of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligation of NC Capital pursuant to the terms of the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Custodian or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of NC Capital pursuant to the terms of the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of NC Capital pursuant to the terms of the Mortgage Loan Purchase Agreement to 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 submitted for recording with respect to any Mortgage Loan in any jurisdiction where the Rating Agencies do not require recordation in order to receive the ratings on the Certificates at the time of their initial issuance (unless notified otherwise by the Depositor, the Trustee may assume that, as of the date of the initial issuance of the Certificates, the Rating Agencies do not require any Assignments to be recorded); provided, however, each Assignment shall be submitted in the manner described above, at no expense to the Trust Fund, the Trustee or the Custodian, upon the earliest to occur of: (i) reasonable direction by the 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 Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Master Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Master Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Trustee shall enforce the obligation of NC Capital pursuant to the terms of the Mortgage Loan Purchase Agreement to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Trustee or the Custodian. 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Trustee (or the 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator NC Capital 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 Trust AdministratorTrustee (or the 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 Trust Administrator Trustee (or the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related OriginatorNC Capital, the Seller, the Depositor or the related 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 Trust AdministratorTrustee (or the 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor and its Affiliate, Advanta Conduit Receivables, Inc., concurrently with the execution and delivery hereof, does and on behalf of the Conduit Acquisition Trust, hereby each transfers, sells, assigns, sets over and otherwise conveys without recourse, to the Trustee, all right, title and interest of the Conduit Acquisition Trust in and to each Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Sponsor on the Startup Day, all its right, title and interest in and to principal collected and interest accruing on each such Mortgage Loan on and after the Cut-Off Date and all its right, title and interest in and to all Insurance Policies and any other assets included or to be included in the Trust for the benefit of Owners and the Group I Insurer. The transfer by the Conduit Acquisition Trust of the Initial Mortgage Loans set forth on the Schedule of Initial Mortgage Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Conduit Acquisition Trust. (b) The Sponsor 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 New York (which shall have been filed within 90 days of the Startup Day) describing the Mortgage Loans and naming the Conduit Acquisition Trust as debtor and the Trustee as the secured party and any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of the debtor or the filing of any additional UCC-1 financing statements due to a change in the principal officer of the debtor (within 90 days of any event necessitating such filing) as are necessary to perfect 50 56 and protect the Owners' and the Group I Insurer's interests in each Mortgage Loan and the proceeds thereof. (c) In connection with the transfer and assignment of the Mortgage Loans, the Sponsor agrees to: (i) cause to be delivered, on the Startup Day, without recourse, to the Trustee the items listed in the definitions of "Advanta Mortgage Files" and "Conduit Mortgage Files," as appropriate; provided that the assignments of mortgage listed in clause (e) of Exhibit B hereto shall be delivered to the Trustee within 75 Business Days of the Startup Day. (ii) cause, within 75 Business Days following the Startup Day the assignments of Mortgage to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the related Originator to the Trustee; provided, however, that, for administrative convenience and facilitation of servicing and to reduce closing costs, assignments of mortgage shall not be required to be submitted for recording with respect to any Mortgage Loan which relates to an Advanta Mortgage File only if the Trustee, the Group I Insurer and each Rating Agency has received an Opinion of Counsel, satisfactory in form and substance to the Group I Insurer and to each Rating Agency, to the effect that the recordation of such assignments in any specific jurisdiction is not necessary to protect the Trustee's interest in the related Mortgage. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Sponsor. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Trustee shall be kept in the related file. Such assignments of mortgage shall, in addition to the requirements specified in Exhibit B, be in recordable form. On or before the Startup Day, the Sponsor shall deliver to the Trustee original executed powers of attorney, from the current recordholders of the related Mortgage substantially in the form of Exhibit H, authorizing the Master Servicer on behalf of the Trustee to record the assignments of mortgage as provided in clause (ii) above. Pursuant to such power of attorney, the Trustee also may execute a new assignment of mortgage for any Mortgage Loan if the original assignment of mortgage delivered by the Sponsor to the Trustee is not in recordable form at such time as the assignment of mortgage is to be recorded by the Trustee. (d) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Sponsor, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day, to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit C. (e) The Sponsor (or the Conduit Acquisition Trust or an affiliate of the Sponsor) shall transfer, sell, assign, set over and otherwise convey to the Trustee without recourse, for to the benefit of the Certificateholders and the Certificate Insurer, 51 57 Trustee all the right, title and interest of the Depositor, including any security interest therein for Sponsor (or the benefit Conduit Acquisition Trust or of the Depositor, such affiliate) in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified on the Mortgage Loan ScheduleTrustee pursuant to Section 3.3, the rights of the Depositor under the Mortgage Loan Purchase Agreements, Section 3.4 or Section 3.6 hereof and all other assets included its right, title and interest to principal collected and interest accruing on such Qualified Replacement Mortgage on and after the applicable Replacement Cut-Off Date; provided, however, that the Sponsor (or the Conduit Acquisition or such affiliate) shall reserve and retain all right, title and interest in and to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before prior to the applicable Replacement Cut-off Off Date). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee . (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II), the following documents or instruments with respect f) As to each Mortgage Loan so transferred released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, sell, assign, set over and assigned otherwise convey without recourse, on the Sponsor's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest to principal collected and interest accruing on such released Mortgage Loan on and after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal collected and interest accruing on such released Mortgage Loan prior to the applicable Replacement Cut-Off Date. (g) In connection with any transfer and assignment of a "Qualified Replacement Mortgage File"):to the Trustee on behalf of the Trust, the Sponsor agrees to cause to be delivered to the Trustee the items described in Section 3.5(b) on the date of such transfer and assignment or, if a later delivery time is permitted by Section 3.5(b), then no later than such later delivery time. (h) As to each Mortgage Loan released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Sponsor (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Sponsor and (ii) such other documents as constituted the File with respect thereto. (i) (A) with respect to each If a Mortgage Loan on Part A assignment is lost during the process of the Mortgage Loan Schedulerecording, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement or is returned from the originator recorder's office unrecorded due to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related Servicer Sponsor shall promptly 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 cause each such Assignment assignment to be duly recorded. With respect . (j) The Sponsor shall cause to a maximum of approximately ___% be reflected on the records of the Original Conduit Acquisition Trust that the Mortgage LoansLoans have been sold to the Trust. (k) To the extent that the ratings, by outstanding principal balance if any, then assigned to the unsecured debt of the Original Mortgage Loans as Sponsor or of the Cut-off Date, if any original Mortgage Note referred Sponsor's ultimate corporate parent are satisfactory to in Section 2.01(i) above cannot be located, the obligations Control Party and each of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trust Administrator of a photocopy of such Mortgage NoteRating Agencies, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If then any of the original Mortgage Notes for which a lost note affidavit was Document Delivery Requirements described above may be waived by an instrument signed by the Control Party and each of the Rating Agencies (or any documents theretofore delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered Trustee returned to the Trust Administrator within three Business Days. If any Sponsor) on such terms and subject to such conditions as the Control Party, and each 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 Trust Administrator of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholderspermit.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignsells, set assigns, sets over and otherwise convey conveys without recourse, to the Trustee without recourse, for the benefit on behalf of the Certificateholders and the Certificate InsurerTrust, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Sponsor in and to each Mortgage Loan listed on the Schedule of Mortgage Loans, all its right, title and interest in and to payments of principal and interest (including Prepaid Installments) due after the Cut-Off Date, all payments of principal collected after the Cut-Off Date, together with all of its right, title and interest in and to all related Insurance Policies. The transfer by the Sponsor of the Mortgage Loans identified set forth on the Schedule of Mortgage Loan ScheduleLoans to the Trustee on behalf of the Trust is absolute and is intended by the Holders and all parties hereto to be treated as a sale by the Sponsor. (b) In connection with the transfer, sale and assignment of the Mortgage Loans, the rights of the Depositor under the Mortgage Loan Purchase Agreements, and all other assets included or Sponsor agrees to: (i) cause to be included in REMIC I. Such assignment includes all interest and principal received by delivered, on the Depositor or either Servicer on or Startup Day 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). In connection with such transfer and assignmentLoans, the Depositor does hereby deliver towithout recourse, and deposit with, the Trust Administrator, as custodian for to the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage NoteNotes, endorsed in without recourse by the following form: related Originator "Pay For value received, I hereby transfer, endorse and assign to the order of ___________________Norwest Bank Minnesota, National Association, as Trustee under for EquiVantage Home Equity Loan Trust 1997-4, the applicable agreementNote and Mortgage securing the same, so far as the same pertains to said Note, without recourse," and "; (bB) with respect to each Mortgage Loan on Part B originals or certified copies of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicable; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorneyassignments, if the Mortgage was executed pursuant to a power of attorneyany, with evidence of recording thereon; (iii) an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator origination to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause Originator, including warehousing assignments, with evidence of recording or certification of filing for recordation thereon; (iii); (vC) the original or copies originals of each assumption, modification, written assurance or substitution agreementall assumption and modification agreements, if any; and (viD) either: (1) the original lender's Mortgage, with evidence of recording thereon, (2) a true and accurate copy of the Mortgage where the original Mortgage has been transmitted for recording, until such time as the original Mortgage is returned by the public recording office, or (3) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (E) the original mortgage title insurance policy, together with all endorsements title commitment, binder or riders that were issued with or subsequent to the issuance attorney's opinion of such policytitle and abstract of title; provided that, 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 a copy of any mortgage, title policy or title commitment was originally delivered to the Trustee pursuant to this Section, the Sponsor shall cause the related original mortgage, title policy, or title commitment to be delivered to the Trustee within one year of the Startup Day; and (F) an assignment in blank of each Mortgage executed by the record holder of such Mortgage, which assignment shall be in recordable form; (ii) cause, within 30 days following the Startup Day, assignments of the Mortgages from the Sponsor or the related Originator, if the Originator is the record holder of such Mortgage to "Norwest Bank Minnesota, National Association, as Trustee of EquiVantage Home Equity Loan Trust 1997-4 under the Pooling and Servicing Agreement dated as of December 1, 1997", to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the Sponsor to the Trustee on behalf of the Trust; provided, however, that the Sponsor shall not be required to record an assignment for any Mortgage (x) until such original title policy recording information is unavailableavailable or (y) as to which the Sponsor furnishes, a written commitment within such 30-day period, or uniform binder has furnished, within the one-year period prior to the Startup Day, at the Sponsor's expense, an opinion of counsel ("Assignment Opinion") or preliminary report other documentation in form and substance satisfactory to the Trustee, the Certificate Insurer, Xxxxx'x and S&P, that opines or provides evidence that recording is not necessary to perfect the rights of title issued the Trustee in the related Mortgage. Following the expiration of such 30-day period and except with respect to Mortgages covered by the title insurance Assignment Opinions, the Sponsor shall cause to be recorded a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator, and shall promptly deliver a copy of such Mortgage assignment to the Trustee. In addition, the Sponsor shall cause to be recorded a Mortgage assignment for any Mortgage that was not recorded by virtue of the Sponsor having previously furnished an Assignment Opinion pursuant to this clause (ii) if the laws of the state in which the related Mortgaged Property is located shall have changed so as to require recordation of such Mortgage, notwithstanding the opinion provided in such Assignment Opinion or escrow company. Within 30 other evidence that recordation was not required; and (iii) cause, within five Business Days following the Closing Dateexpiration of such 30-day period referred to in clause (ii) above, _____________ will prepare, execute and deliver to be delivered to the Trust Administrator Trustee certified copies of all Mortgage assignments submitted for recording, together with a list (which list also shall be delivered to the Certificate Insurer) of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the Sponsor and (y) reasons why the Sponsor has not yet submitted such Mortgage assignments for recording. With respect to any Mortgage assignment set forth on the aforementioned list that has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages covered by the Assignment Opinions, the Trustee shall make an endorsement for each immediate demand on the Sponsor to cause such Mortgage assignments to be recorded, and shall inform the Certificate Insurer of the Sponsor's failure to cause such Mortgage Loans assignments to be recorded. Thereafter, the Trustee shall, with respect to any assignment on Part B the aforementioned list, upon the request of the Certificate Insurer (which request shall be made only if (i) applicable law requires such recordation to perfect the rights of the Trustee in the related Mortgage or (ii) the Certificate Insurer has removed the Servicer pursuant to Section 8.20), complete and cause to be submitted for recording the assignment of Mortgage referred to in clause (F) of Section 3.5(b)(i). In furtherance of the foregoing, the Sponsor agrees to cause to be delivered on the Startup Day an original executed power of attorney, executed by the Sponsor, substantially in the form of Exhibit L, authorizing the Trustee to complete and record the assignments of Mortgage described in clause (F) of Section 3.5(b)(i) above, and if necessary, to execute a new assignment of Mortgage for any Mortgage Loan Schedule endorsing each related if the original assignment of Mortgage Note in delivered by the following form: "Pay Sponsor to the order Trustee is not in recordable form at such time as the assignment of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will Mortgage is to be voided recorded by the Trust AdministratorTrustee. The Trust AdministratorAll Mortgage assignments as to which an acceptable Assignment Opinion has not been delivered shall be accomplished within twelve months of the Startup Day (including any assignments not originally recorded due to lack of recordation information), unless the Certificate Insurer agrees to extend such period, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later Originator or of the Closing Date and Sponsor. Notwithstanding anything to the date of receipt contrary contained in this Section, in those instances as identified by the Trust Administrator Sponsor where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments 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 no expense to the Trust FundMortgage after it has been recorded, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___% of the Original Mortgage Loans, by outstanding 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 Sponsor shall be deemed to be have satisfied its obligations hereunder upon delivery to the Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator Trustee of a copy of each such document Mortgage, such assignment or assignments of Mortgage certified by the related 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 related Originator, delivery to the Trust Administrator 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 originalrecorded original thereof. Notice If the Servicer is removed pursuant to Section 8.20, the Trustee or other successor Servicer shall submit all assignments for recording; the costs of such assignments shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer and the Rating Agencies paid by the Servicer. Copies of all Mortgage assignments received by the Trustee shall be kept in the related Originator if delivery pursuant to clause (2) above will be made more than 180 File. The Servicer hereby acknowledges that the Financing Statements have been or, within 10 days after of the Closing Date, will be duly submitted for filing. If the original lender's title insurance policy was not delivered pursuant From time to Section 2.01(vi) abovetime hereafter, the Depositor Servicer shall deliver take or cause to be delivered taken such actions and execute such documents as are necessary to perfect and protect the Trust Administrator, promptly after receipt thereof, Trust's and the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to Holders' interests in the Trust Administrator promptly upon receipt thereof any Files against all other original documents constituting a part of a Mortgage File received with respect to any Mortgage LoanPersons, including, but not limited towithout limitation, any original documents evidencing an assumption or modification the filing of any Mortgage Loan. All original documents relating to financing statements, amendments thereto and continuation statements. (c) In the case of Mortgage Loans that are not delivered have been prepaid in full on or after the Cut-Off Date and prior to the Trust Administrator are and shall be held by or on behalf of the related OriginatorStartup Day, the Seller, the Depositor or the related Servicer, as the case may beSponsor, in trust for the benefit lieu 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.will deliver

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 without recourse, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II), the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned assigned, and the Depositor shall, in accordance with Section 2.11, deliver or cause to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to a Mortgage Loan, a "Mortgage File"):) : (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________U.S. Bank National Association, as Trustee for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., under the applicable pooling and servicing agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust AdministratorTrustee, at the expense of the related Master Servicer, shall promptly (within sixty Business Days following the later of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and the date of receipt by the Trust Administrator Trustee of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.5% of the Original Initial Mortgage Loans, by outstanding principal balance of the Original Initial 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related OriginatorSeller, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Seller if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans). 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Master Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the CertificateholdersAgreement.

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, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 on behalf of the Trust Fund with the Swap Counterparty. In connection with such transfer and assignment, the Depositor does hereby shall deliver to, to and deposit with, with the Trust Administrator, as custodian for Custodian on behalf of the Trustee (in which capacity the Trust Administrator 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 (in each case, a "“Mortgage File"”): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "form “Pay to the order of ___________________Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, ” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's ’s title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, Loans by outstanding principal balance 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 Trust Administrator 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 I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Custodian on behalf of the Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Custodian on behalf of the Trustee 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 Trust Administrator Custodian on behalf of the Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's ’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 Trust AdministratorCustodian on behalf of the Trustee, promptly after receipt thereof, the original lender's ’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to be executed in the following form: “Xxxxx 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 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless 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; provided, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Custodian on behalf of the Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorCustodian 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 related Servicer. The Depositor herewith delivers to the Trustee parties hereto understand and agree that it is not intended that any Mortgage Loans be included in the Trust Administrator an executed copy that are (a) “high cost” loans under the Home Ownership and Equity Protection Act of the Mortgage Loan Purchase Agreements. In addition to the foregoing1994 or (b) “high cost,” “threshold,” “covered” or “predatory” loans under any other applicable federal, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator state or local law (including without limitation any regulation or ordinance) (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for the benefit of the Certificateholdersresidential mortgage loans having high interest rates, points and/or fees).

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 each Mortgage Loan Purchase AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage NoteNote (including any riders thereto), endorsed in blank or in the following form: "Pay to the order of ___________________[NAME OF TRUSTEE], as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R)System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I K attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall enforce the obligation of the Seller or the related Originator, as applicable, under the related Mortgage Loan Purchase Agreement to promptly (within sixty days following the later of the Closing Date and the date of receipt by the 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 related Originator and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, 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 or cause each original Assignment to be executed in the following form: "[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 Seller or the related Originator, as applicable, 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 the related Originator 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity or the Trust Administrator will, unless otherwise specified, be acting under this Article II), Custodian on behalf of the Trustee) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee (or 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 I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trustee or the Custodian of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee, the Custodian, the Servicer or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of the Originator pursuant to the Mortgage Loan Purchase Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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 Servicer to, and the 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. 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 Trust Administrator Trustee (or the Custodian on behalf of the Trustee) of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Trustee (or the 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee (or the 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 Trust Administrator Trustee (or the 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee (or the Custodian on behalf of the Trustee) are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee (or the 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 related Servicer. The Depositor herewith delivers to and the Trustee 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trustee to, and the Trust Administrator an executed copy Trustee hereby agrees to execute, deliver and perform its obligations under each of the Mortgage Loan Purchase Agreements. In addition to Cap Contracts on the foregoingClosing Date and thereafter on behalf of the Holders of the Class A-1 Certificates, the Depositor Class A-2 Certificates, the Group III Certificates and the Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Group III Certificates and the Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall cause execute, deliver and perform its obligations under each of the Certificate Insurer to deliver the Policy to Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 and shall, in accordance with Section 2.07, 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) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________Wells Fargo Bank, as Trustee N.A., xx Xrustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. With respect to a maximum of approximately ___2.00% of the Original Initial Mortgage Loans, by outstanding principal balance Stated Principal Balance of the Original Initial 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee within three Business Days. The Depositor shall (at the expense of the Originator) promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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 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(iii) and (iv) above and in connection therewith, the Depositor shall (at the expense of the Originator) cause each original Assignment to be executed in the following form: "Wells Fargo Bank, N.A., xx Xrustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Depositor shall (at the expense of the Originator) 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. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. Notwithstanding the foregoing, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Depositor is informed by the Rating Agencies that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted 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 the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the occurrence of one of the events set forth in the immediately preceding sentence, the Depositor shall (at the expense of the Originator) deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Servicer. If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has has, as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans). 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust AdministratorTrustee. 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 related 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor herewith delivers to hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contracts on the Closing Date and thereafter on behalf of the Trust and the Trust Administrator an executed copy Holders of the Mortgage Loan Purchase AgreementsClass A Certificates and Mezzanine Certificates. In addition to the foregoingThe Seller, the Depositor Depositor, the Servicer and the Holders of the Class A Certificates and Mezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall cause execute, deliver and perform the Certificate Insurer to deliver Trust's obligations under the Policy to Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement and the Servicing Agreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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 original Mortgage Loan Purchase Agreement and an executed copy of the Servicing Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator will, unless otherwise specified, be acting under this Article II)Custodian, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in blank or in the following form: "Pay to the order of ___________________U.S. Bank National Association, as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) 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 thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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. .. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Custodian of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Custodian is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Custodian within three Business Days. Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Trustee shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Custodian of the recording information for a Mortgage, but in no event later than ninety days following the Closing Date) enforce the obligations of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trust Administrator, the Trustee or the Depositor, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and in connection therewith, the Trustee shall enforce the obligation of the Originator pursuant to the terms of the Mortgage Loan Purchase Agreement to execute each original Assignment in the following form: "U.S. Bank National Association, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligation of the Originator pursuant to the Mortgage Loan Purchase Agreement to 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. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) 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. 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 be (1) delivery to the Trust Administrator Custodian of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator Custodian 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 Pursuant to the Mortgage Loan Purchase Agreement, notice shall be provided to the Trustee, the Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust AdministratorCustodian, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator Custodian 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator Custodian are and shall be held by or on behalf of the related Originator, the Seller, the Depositor Depositor, the Servicer or the related 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 Trust AdministratorCustodian. 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 related Servicer. The Depositor herewith delivers to and the Trustee hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust Administrator an executed copy that is a "High-Cost Home Loan" as defined by the Homeownership and Equity Protection Act of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders1994 or any other applicable predatory or abusive lending laws.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either the 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 connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with, the Trust Administrator, as custodian for with the Trustee (in which capacity the Trust Administrator 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 (in each case, a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in 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," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________, as Trustee under the applicable agreement"blank; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any; and (vi) the original lender's title insurance policypolicy or, together with all endorsements or riders that were issued with or subsequent to if 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fundhas not been issued, the Trustee, irrevocable commitment to issue the Trust Administrator, the Certificate Insurer or the Depositor, 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 related 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 recordedsame. With respect to a maximum of approximately ___2.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I H attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator Trustee 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 Trust Administrator Trustee of a copy of each such document certified by the related 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 related Originator, delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Trustee and the Rating Agencies by the related Originator 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 Trust AdministratorTrustee, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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 Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the 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, the Trustee or the Depositor, 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 or cause each original Assignment to 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 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 shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Depositor receives written notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; PROVIDED, 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 for recording 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 Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of written notice by the Trustee 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 required to deliver 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 Trust Administrator Trustee are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 to be a part of a Mortgage File, such document shall be delivered promptly to the Trust AdministratorTrustee. 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 related Servicer. The Depositor herewith delivers to and the Trustee 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 the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Class A Certificates and the Trust Administrator an executed copy Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Mortgage Loan Purchase Agreements. In addition to Class A Certificates and the foregoingMezzanine Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Depositor Cap Contract and shall cause the Certificate Insurer to deliver the Policy to do so solely in its capacity as Trustee of the Trust Administrator for the benefit of the CertificateholdersFund and not in its individual capacity.

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 without recourse, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, 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 AgreementsAgreement, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor or either 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). In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trust Administrator, as custodian for the Trustee (in which capacity the Trust Administrator 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 (a "Mortgage File"): (i) (A) with respect to each Mortgage Loan on Part A of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of ___________________Firstar Bank Milwaukee, N.A., as Trustee under the applicable agreement, without recourse," and (b) with respect to each Mortgage Loan on Part B of the Mortgage Loan Schedule, the original Mortgage Note, endorsed in the following form: "Pay to the order of _________________ as trustee," in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or _______________________, as applicableTrustee; (ii) the original Mortgage with evidence of recording thereon, and 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 executed in the following form: "____________________________Firstar Bank Milwaukee, N.A., as Trustee under the applicable agreement"; (iv) the original recorded 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); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders 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. Within 30 Business Days following the Closing Date, _____________ will prepare, execute and deliver to the Trust Administrator an endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan Schedule endorsing each related Mortgage Note in the following form: "Pay to the order of _______________________, as Trustee under the applicable agreement, without recourse" and the endorsement provided for in Section 2.01(i)(b) will be voided by the Trust Administrator. The Trust Administrator, at the expense of the related Master Servicer, shall promptly (within sixty Business Days following the later of the Closing Date and the date of receipt by the Trust Administrator 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 no expense to the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer Administrator or the Depositor, 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 related 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. With respect to a maximum of approximately ___1.0% of the Original Mortgage Loans, by outstanding 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 Trust Administrator of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days. 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 Trust Administrator of a copy of each such document certified by the related Originator Master Servicer (in its capacity as 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 related Master Servicer (in its capacity as Originator), delivery to the Trust Administrator 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 Trust Administrator, the Certificate Insurer Administrator and the Rating Agencies by the related Originator 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 Trust Administrator, promptly after receipt thereof, the original lender's title insurance policy. The Depositor shall deliver or cause to be delivered to the Trust Administrator 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. All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the related Originator, the Seller, the Depositor or the related 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 Trust Administrator. 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 related Servicer. The Depositor herewith delivers to the Trustee and the Trust Administrator an executed copy of the Mortgage Loan Purchase Agreements. In addition to the foregoing, the Depositor shall cause the Certificate Insurer to deliver the Policy to the Trust Administrator for the benefit of the Certificateholders.constituting