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 contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, to and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyInterest Rate Swap Agreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Lender- Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyContracts. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the The Depositor hereby grants understands and agrees that it is not intended that any Mortgage Loan conveyed to the Trust pursuant to this Section 3.01 be a security interest in "High-Cost Home Loan" as defined by the Owner Trust Estate Homeownership and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under Equity Protection Act of 1994 or any other applicable lawpredatory or abusive lending laws.

Conveyance of the Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds Notes and the CertificatesCertificates and the Note Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor Company hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Home Equity Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Purchase Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loans. The conveyance of the Mortgage Loans by the Depositor Company to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to hereunder. The parties hereto intend that the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership conveyance of the Mortgage Loans as well as by the economic burdens associated with such ownership, subject Company to the lien Trust hereunder constitute a sale by the Company to the Trust of all of the Indenture Company's right, title and subject interest in and to this Agreementthe Mortgage Loans. If However, if the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor Company hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Mortgage Loans for the benefit of the Noteholders and the Note Insurer, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the CertificatesCertificate, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyCorridor Contracts. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates Certificate hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificate to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSponsor. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the CertificatesCertificate, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law. In the event of a REMIC Conversion, the assets of the Owner Trust Estate will be comprised of REMIC Regular interests.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Swap Agreements, Cap Contracts, Corridor Contract and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurance Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Cap Contracts, Corridor Contract and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurance Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date or Subsequent Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Initial Mortgage Loans and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements to the extent of the Subsequent Mortgage Loans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title Agreement and interest in, to, and under the Derivative Contracts and (ii) the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreements 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 the applicable Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the 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, and Assignment Agreements and the MGIC PMI Policy. In additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2.1 of the First Union Custodial Agreement and Contribution Section 2 of the U.S. Bank Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and as further described in the First Union Custodial Agreement and the U.S. Bank Custodial Agreement, the applicable Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee certifications (in the forms attached to the Custodial Agreements) with respect to such review with exceptions noted thereon. In addition, each of the Depositor hereby assigns and Wells Fargo Home Mortgage, Xxx. under the First Union Custodial Agreement and the Depositor and U.S. Bank under the U.S. Bank Custodial Agreement will have to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor applicable Custodian as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction more particularly set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable lawtherein.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date or Subsequent Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its rightthe Initial Mortgage Loans, title (ii) the Subsequent Mortgage Loan Sale and interest in, to, Contribution Agreements to the extent of the Subsequent Mortgage Loans and under the Derivative Contracts and (iii) the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Mortgage Loans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyCorridor Contracts. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificates to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loans. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the TrustTrustee, on behalf of the Holders of the Bonds and the CertificatesTrust, without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement (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 the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the 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 additionconnection with such transfer and assignment, the Depositor does hereby assigns to the Trust all of its right, title, and interest in, deliver to, and under deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan Sale as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and Contribution as further described in the Custodial Agreement, the Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, the Servicer and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreement the Depositor hereby assigns will be required to cure certain defects with respect to the Trust all of its right, title and interest in, to, and under Mortgage Loan Documents for the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the related Mortgage Loans after the delivery thereof by the Depositor to the Trust hereunder is intended Custodian as more particularly set forth therein. Notwithstanding anything to facilitate the simultaneous issuance contrary contained herein, the parties hereto acknowledge that the functions of the Bonds under Trustee with respect to the Indenture custody, acceptance, inspection and issuance release of the Certificates hereunder Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.12, and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor as Holdershall deliver or cause the 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 Trustee or Custodian, such documents including 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 incurred in obtaining such documents and the Depositor has no present intention of selling shall cause the Servicer to be reimbursed for any of such costs the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated Servicer may incur in connection with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to performing its obligations under this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, Trustee without recourse, for the benefit of the Certificateholders, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase 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 the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the such Mortgage Loans on or before the Cut-off Date). In additionThe Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. 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 Floating Rate Certificates. The Depositor, the Depositor hereby assigns to Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trustee of the Trust all of Fund and not in its rightindividual capacity. In connection with such transfer and assignment, titlethe Depositor, and interest in, does hereby deliver to, and under deposit with the Trustee the following documents or instruments with respect to each Mortgage Loan Sale so transferred and Contribution Agreement. In additionassigned (in each case, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the a “Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.File”) :

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Class A-1A Interest Rate Cap Agreement and the Special Certificate Class N Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractMortgage Loans. The Depositor will also provide the Trust with the Radian Lender-Paid Bond Insurance Policy, the CMAC PMI PolicyPolicy and the Cap Contract Deposit. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy and the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey convey, sell and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to (a) the Mortgage Loans, including all interest accruing thereon and principal all collections in respect thereof received on or after the Cut-Off Date; (b) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (c) the interest of the Seller in any insurance policies in respect of the Mortgage Loans; (d) the Mortgage Loan Purchase Agreement, (including the right to purchase Additional Balances with respect to the Mortgage Initial Loans and the Additional Loans and all monies and proceeds due thereon after the Cut-off Date applicable Deposit Date, and the related Additional Balances in accordance with the terms thereof); and (other than payments e) all proceeds of principal and interest due on the Mortgage Loans on or before foregoing. (Notwithstanding the Cut-off Date). In additionforegoing, the Depositor hereby assigns has no interest in and does not convey, and the Trust shall not assume, the obligation under each related Loan Agreement to fund Draws by the Mortgagor thereunder.) The parties hereto intend that the transaction set forth herein be a sale by the Depositor to the Trust of all of its right, title, title and interest in, to, in and under to the Mortgage Loan Sale Loans and Contribution Agreementthe other property described above. In additionthe event that the transaction set forth herein is not deemed to be a sale, the Depositor hereby assigns grants to the Trust Issuer a security interest in all of its right, title and interest in, to, to and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and Estate, all distributions thereon and all proceeds thereof, ; and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Initial Mortgage Loans, including all interest and principal received on or with respect to the Initial Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) the proceeds thereof and all rights under the Related Documents (including the related Mortgage Files). In addition, the Depositor Company hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Home Equity Loan Purchase Agreement and the Home Equity Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Initial Mortgage Loans by the Depositor Company to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder hereunder. The parties hereto intend that the conveyance of the Initial Mortgage Loans by the Company to the Depositor as Holder, and Trust hereunder constitute a sale by the Depositor has no present intention Company to the Trust of selling any all of the Certificates. AccordinglyCompany's right, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject title and interest in and to the lien of the Indenture and subject to this AgreementInitial Mortgage Loans. If However, if the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor Company hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Initial Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid Bond Insurance Policy and PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractMortgage Loans. The Depositor will also provide the Trust with the Radian Lender-Paid PMI a Bond Insurance Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Class AV Interest Rate Cap Agreement, the Class AF-1 Interest Rate Cap Agreement and the Special Certificate Class N Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Initial Mortgage Loans, including all interest and principal received on or with respect to the Initial Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) the proceeds thereof and all rights under the Related Documents (including the related Mortgage Files). In addition, the Depositor Company hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Purchase Agreement and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loan Sale Agreement. The conveyance of the Initial Mortgage Loans by the Depositor Company to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder hereunder. The parties hereto intend that the conveyance of the Initial Mortgage Loans by the Company to the Depositor as Holder, and Trust hereunder constitute a sale by the Depositor has no present intention Company to the Trust of selling any all of the Certificates. AccordinglyCompany's right, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject title and interest in and to the lien of the Indenture and subject to this AgreementInitial Mortgage Loans. If However, if the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor Company hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Initial Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts Group I Interest Rate Cap Agreement and the Special Certificate NIMs Interest Rate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyAgreement. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Securities and the CertificatesTrust Certificate, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Securities under the Indenture and issuance of the Certificates Trust Certificate hereunder to the Depositor as Holder, . The Depositor intends to sell the Trust Certificate to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSponsor. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the CertificatesTrust Certificate, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law. In the event of a REMIC Conversion, the assets of the Owner Trust Estate will be comprised of REMIC Regular interests.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date or Subsequent Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Initial Mortgage Loans and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements to the extent of the Subsequent Mortgage Loans and Seasoned Mortgage Loans, as applicable. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). The Depositor hereby assigns to the Trust all of its right, title, and interest in the Group 1 Pre-Funding Account. In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign Grant to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) the proceeds thereof and all rights under the Related Documents (including the related Mortgage Files). In addition, the Depositor hereby assigns Grants to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale Purchase Agreement and Contribution the Ownership Transfer Agreement. In additionNotwithstanding the above, the Depositor hereby assigns Trust shall be entitled to all scheduled payments of principal and interest due on or before the Cutoff Date and collected after the Cut-off Date with respect to any Mortgage Loan listed on Exhibit 3 to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyIndenture. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Equity Certificates hereunder to hereunder. The parties hereto intend that the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership conveyance of the Mortgage Loans as well as by the economic burdens associated with such ownership, subject Depositor to the lien Trust hereunder constitute a contribution by the Depositor to the Trust of all of the Indenture Depositor's right, title and subject interest in and to this Agreementthe Mortgage Loans. If However, if the transactions contemplated by this Owner Trust Agreement are determined to constitute a financing, the Depositor hereby grants Grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Owner Trust Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Mortgage Loans for the benefit of the Noteholders, holds the Mortgage Loans as designee of the Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractMortgage Loans. The Depositor will also provide the Trust with two separate Bond Insurance Policies, the Radian Lender-Paid CMAC PMI PolicyPolicy and the Cap Contract Deposit. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid Bond Insurance Policy and PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns Agreement to the Trust all extent of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyMortgage Loans. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). The Depositor hereby assigns to the Trust all of its right, title and interest in the Group 1 and Group 2 Pre-Funding Account. In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap ContractContracts. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Insurer Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over and otherwise convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, Trustee without recourse, for the benefit of the Certificateholders and the Certificate Insurer, all its the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement, 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 the Servicer on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the 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 herewith delivers to the Trustee the Policy. The Depositor hereby directs the Trustee, and the Trustee is hereby authorized, to enter into the Cap Contract, solely in its capacity as Trustee hereunder, with the counterparty thereunder. In additionfurtherance of the foregoing, the Depositor hereby assigns directs, and the Trust Administrator is hereby authorized, to enter into the Cap Contract, solely in its capacity as Trust Administrator hereunder and on behalf of the Trustee, in turn solely in its capacity as Trustee hereunder, with the counterparty thereunder. The Trustee hereby grants to the Trust all Administrator a limited power of attorney to enter into the Cap Contract, solely in its rightcapacity as Trust Administrator hereunder and on behalf of the Trustee, titlein turn solely in its capacity as Trustee hereunder. In connection with such transfer and assignment, and interest in, the Depositor does hereby deliver to, and deposit with, the Trust Administrator on behalf of the Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) the original Mortgage Note (including any riders thereto), endorsed in blank or in the following form: "Pay to the order of HSBC Bank USA, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (A) 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 (B) 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 in blank; (iv) the original recorded Assignment or Assignments 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 Mortgage 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. With respect to a maximum of 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 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 K attached hereto, or any alternate form. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator on behalf of the Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator 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, 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 on behalf of the Trustee of a copy of each such document certified by the applicable 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 applicable originator or the Seller, delivery to the Trust Administrator 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 Trust Administrator, the Trustee and the Rating Agencies by the Depositor if delivery pursuant to clause (2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trust Administrator 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 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. 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 under the Mortgage Loan Sale Purchase Agreement to promptly (within sixty days following the later of the Closing Date and Contribution Agreementthe date of receipt by the Trust Administrator 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 the Seller and at no expense to the Trust Fund, the Trustee, the Trust Administrator, 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 or cause to be executed each original Assignment or cause each original Assignment to be executed in the following form: "HSBC Bank USA, 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 fails to pay the cost of recording the Assignments, such expense will be paid by the Servicer and shall be reimbursable to the Servicer 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 additionconnection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor hereby assigns further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS(R) System to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the indicate that such Mortgage Loans have been assigned by the Depositor to the Trust hereunder is intended to facilitate Trustee in accordance with this Agreement for the simultaneous issuance benefit of the Bonds under Certificateholders and the Indenture Certificate Insurer 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 issuance (b) the code in the field "Pool Field" which identifies the series of the Certificates hereunder to issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Depositor as HolderServicer to, and the Depositor has no present intention Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of selling any 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 on behalf of the Certificates. Accordingly, at Trustee are and shall be held by the time of the transaction set forth hereinSeller, the Depositor will retain without interruptionor the Servicer, through as the ownership case may be, in trust for the benefit of the Certificates, the economic benefits associated with ownership Trustee on behalf of the Mortgage Loans as well as Certificateholders and the economic burdens associated with Certificate Insurer. In the event that any such ownership, subject original document is required pursuant to the lien terms of the Indenture and subject this Section to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute be a financingpart of a Mortgage File, the Depositor hereby grants such document shall be delivered promptly to the Trust Administrator 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 security interest in part of a Mortgage File, shall be delivered promptly to the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable lawServicer.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the CertificatesCertificate, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Swap Agreements, Cap Contracts and the Special Certificate Cap Floor Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates Certificate hereunder to the Depositor as Holder, . The Depositor intends to sell the Certificate to an affiliate of the Depositor and the Depositor has no present intention of selling any of the CertificatesSponsor. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the CertificatesCertificate, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law. In the event of a REMIC Conversion, the assets of the Owner Trust Estate will be comprised of REMIC Regular interests.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and . The Depositor intends to sell the Depositor has no present intention of selling any Certificates to an affiliate of the CertificatesSeller. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruptiontransfer, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the CertificatesCertificates and the Bond Insurer, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Bond Insurance Policy, the Radian Lender-Paid PMI PolicyPolicy and the Seller Guarantee. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby contributetransfers, transferassigns, convey sets over and assign otherwise conveys without recourse, to Trust C, for pledge to the Trust, Indenture Trustee on behalf of the Holders of the Bonds and the Certificates, without recourse, Class C Noteholders all its right, title and interest of the Sponsor in and to (i) each Mortgage Loan listed on the Schedule of Mortgage Loans, including its Loan Balance and all interest and principal collections in respect thereof received on or with respect to the Mortgage Loans after the Cut-off Off Date (other than excluding payments in respect of principal and accrued interest due on the Mortgage Loans on or before prior to the Cut-off Off Date); (ii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iii) the Sponsor's rights under the hazard insurance policies; and (iv) all other assets included or to be included in the Trust Estate for pledge to the Indenture Trustee on behalf of the Class C Noteholders and the Note Insurer. In addition, the Depositor hereby assigns on or prior to the Closing Date, the Sponsor shall cause the Note Insurer to deliver the Trust all C Note Policy to Trust C for pledge to the Indenture Trustee on behalf of its rightthe Class C Noteholders. The foregoing transfer, titleassignment, set-over and conveyance shall be made by the Sponsor to Trust C for pledge to the Indenture Trustee on behalf of the Class C Noteholders, and interest ineach reference in this Agreement to such transfer, toassignment, set-over and under the Mortgage Loan Sale conveyance shall be construed accordingly. The Sponsor agrees to take or cause to be taken such actions and Contribution Agreement. In additionexecute such documents (including, without limitation, the Depositor hereby assigns to filing of all necessary continuation statements for the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest UCC-1 financing statements filed in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement State of New York (which shall constitute a security agreement under applicable law.have been filed

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds Notes and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor (on behalf of the Seller) to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds Notes under the Indenture and issuance of the Certificates hereunder to the Depositor Seller as Holder, and the Depositor (on behalf of the Seller) has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor Seller will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the The Depositor hereby grants understands and agrees that it is not intended that any Mortgage Loan conveyed to the Trust pursuant to this Section 3.01 be a security interest in "High-Cost Home Loan" as defined by the Owner Trust Estate Homeownership and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under Equity Protection Act of 1994 or any other applicable lawpredatory or abusive lending laws.

Conveyance of the Mortgage Loans. The Depositor, ------------------------------------ concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution Purchase Agreement. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI Policy. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Bonds and the Certificates, without recourse, all its right, title and interest in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Sale and Contribution AgreementAgreement to the extent of the Mortgage Loans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Derivative Contracts and the Special Certificate Cap Contract. The Depositor will also provide the Trust with the Radian Lender-Paid PMI PolicyContracts. The conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is intended to facilitate the simultaneous issuance of the Bonds under the Indenture and issuance of the Certificates hereunder to the Depositor as Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth herein, the Depositor will retain without interruption, through the ownership of the Certificates, the economic benefits associated with ownership of the Mortgage Loans as well as the economic burdens associated with such ownership, subject to the lien of the Indenture and subject to this Agreement. If the transactions contemplated by this Trust Agreement are determined to constitute a financing, the Depositor hereby grants to the Trust a security interest in the Owner Trust Estate and all distributions thereon and proceeds thereof, and this Trust Agreement shall constitute a security agreement under applicable law.