Common use of Conveyance of the Mortgage Loans Clause in Contracts

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements Agreement and the Interim Servicing Agreements are attached heretoMGIC PMI Policy. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred incurring in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignsells, assigns, sets over and otherwise conveys, or shall request or cause to be transferred, sold, assigned, set over and otherwise convey to the Trustee, on behalf of the Trustconveyed, without recourse, for good and valuable consideration, to the benefit of the CertificateholdersTrustee, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Sponsor in and to the each Initial Mortgage Loans identified Loan, including all right, title and interest in and to principal collected and interest accruing on the each such Initial Mortgage Loan Scheduleon and after the Initial Cut-Off Date and all right, the rights of the Depositor under the title and interest in and to all Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment Insurance Policies and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest the Trust for the benefit of Owners and principal received the Certificate Insurer. The transfer of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trustee is absolute and is intended by the DepositorOwners and all parties hereto to be treated as a sale by the Sponsor. (b) The Sponsor agrees to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Owners' and the Certificate Insurer's interests in each Mortgage Loan and the proceeds thereof (including, without limitation, the Servicers filing of all necessary continuation statements for the UCC-1 financing statements filed in the appropriate jurisdictions (which shall have been filed within 90 days of the Startup Day or the Subsequent Transfer Date, as the case may be)) and to file in the Interim Servicers on appropriate jurisdictions any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of the debtor or the filing of any additional UCC-1 financing statements due to a change in the principal office of the debtor (within 90 days of any event necessitating such filing). (c) In connection with respect to the Mortgage Loans (other than payments of principal transfer and interest due on such Mortgage Loans on or before the Cut-off Date). Copies assignment of the Mortgage Loan Purchase AgreementLoans, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver Sponsor agrees to, and deposit with the applicable Custodian pursuant : (i) cause to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver delivered to the Trustee, without recourse, no later than the DepositorStartup Day or any Subsequent Transfer Date or date on which a Qualified Replacement Mortgage is transferred, each Serviceras applicable, the Sponsor and the Insurer certifications (items listed in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In additiondefinition of "Mortgage Files"; provided, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions assignments of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications mortgage listed in such definition shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee within 75 Business Days of the Startup Day, any Subsequent Transfer Date or Custodians, such documents including the mortgagee policy of title insurance and any date on which a Qualified Replacement Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreementis transferred, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and . (ii) cause, within 75 Business Days following the Startup Day, any Subsequent Transfer Date or date on which a Qualified Substitute Replacement Mortgage Loans (whichis transferred, by definition as set forth herein and referred applicable, the assignments of Mortgage to be submitted for recording in the Mortgage Loan Purchase Agreement, are required appropriate jurisdictions wherein such recordation is necessary to conform to, among other representations and warranties, perfect the representation and warranty lien thereof as against creditors of or purchasers from the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.related

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers related Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicers an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements Agreement and the Interim Servicing Agreements are attached heretoMGIC PMI Policy. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicers and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their respective obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contract, the right to any payments made by the Cap Counterparty under the Cap Contract, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers any Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement Agreements (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicerthe Servicers, the Sponsor and the Certificate Insurer certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects if a Custodian discovers a defect with respect to any Mortgage Loan Document, such Custodian will give written specification of such defect to the Master Servicer, the Depositor, the Servicer, the Trustee and the Certificate Insurer. Upon receipt of such notice, the Depositor or the Trustee will provide notice to the Sponsor of such defect and the Sponsor shall either cure such defect or repurchase or substitute the related Mortgage Loan in accordance with the provisions of the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth thereinPurchase Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers related Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, ) and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Issuer, all right, title and interest of the Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Seller on the Closing Date, all right, title and interest in and to principal and interest due on each such Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Seller of the Initial Mortgage Loans set forth on the Schedules of Mortgage Loans and the Subsequent Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. Pursuant to the Indenture, the Issuer will pledge the Trust Estate to the Indenture Trustee to be held on behalf of the Owners of the Notes. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Issuer and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 2.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Issuer a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Mortgage Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Issuer, the Seller has filed, in the appropriate office or offices in the States of California and Delaware, a UCC-1 financing statement executed by the Seller as debtor, naming the Issuer as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Issuer as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Issuer. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Issuer's and the Owners' interests in the Mortgage Loans and the related Files. In connection with the pledge of the Trust Estate by the Issuer to the Indenture Trustee, on behalf of the Owners of the Notes, the Issuer has filed, in the appropriate office or offices in the State of Delaware, a UCC-1 Financing Statement executed by the Issuer as debtor, naming the Indenture Trustee, on behalf of the Owners of the Notes, as the secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. In connection with such filing, the Issuer agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's interest in the Trust Estate on behalf of the Owners of the Notes. (b) In connection with the transfer and assignment of the Mortgage Loans, the Seller agrees to: (i) cause to be delivered, on or prior to the Closing Date (except as otherwise stated below) without recourse to the Custodian, on behalf of the Indenture Trustee, on the Closing Date with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Mortgage Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or "Pay to the order of The Chase Manhattan Bank, as Indenture Trustee for the First Alliance Adjustable Rate Mortgage Loan Asset Backed Notes, Series 1998-1A, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian, on behalf of the Indenture Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian, on behalf of the Indenture Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to "The Chase Manhattan Bank, as Indenture Trustee of the First Alliance Adjustable Rate Mortgage Loan Asset Backed Notes, Series 1998-1A," which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Closing Date, with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Closing Date, with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Custodian, on behalf of the Indenture Trustee, copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans relating to Properties located in the states of Arizona, California, Colorado, District of Columbia, Georgia, Illinois, Maryland, Massachusetts, Ohio, Oregon, Pennsylvania, Virginia and Washington an Originator shall not be required to record an assignment of a Mortgage if the Seller furnishes to the Indenture Trustee and the Note Insurer, on or before the Closing Date with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Seller's expense, the Assignment Opinions for the relevant jurisdictions which opine that recording is not necessary to perfect the rights of the Indenture Trustee in the related Mortgage (in form satisfactory to the Note Insurer, Xxxxx'x and Standard & Poor's); provided further, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Note Insurer to so record such assignments (such instructions shall be given by the Note Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Custodian, on behalf of the Indenture Trustee shall make an immediate demand on the Seller to cause such Mortgage assignments to be prepared and shall inform the Note Insurer of the Seller's failure to cause such Mortgage assignments to be prepared. Thereafter, the Custodian and the Indenture Trustee shall cooperate in executing any documents prepared by the Note Insurer and submitted to the Custodian and the Indenture Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Closing Date with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Seller shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf of the Indenture Trustee. All recording required pursuant to this Section 2.5 shall be accomplished at the expense of the Originators or of the Seller. Notwithstanding anything to the contrary contained in this Section 2.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, on behalf of the Indenture Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Custodian, on behalf of the Indenture Trustee shall be kept in the related File. (c) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Closing Date, the Seller, in lieu of the foregoing, will deliver within 15 Business Days after the Closing Date to the Indenture Trustee a certification of an Authorized Officer in the form set forth in Exhibit B. (d) The Seller shall transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Issuer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified Custodian, on the Mortgage Loan Schedule, the rights behalf of the Depositor under the Mortgage Loan Purchase AgreementIndenture Trustee, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations on behalf of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made Issuer by the Swap Provider Seller pursuant to Section 2.4 or Section 2.6 hereof and all other assets included or its right, title and interest to be included principal and interest due on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that the Seller shall reserve and retain all right, title and interest in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the lien of the related Custodial Agreement (Indenture in connection with the “conveyance of a Qualified Replacement Mortgage therefor, the Custodian, on behalf of the Indenture Trustee will transfer, assign, set over and otherwise convey without recourse, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Issuer's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Issuer shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in assignment of a Qualified Replacement Mortgage to the Custodial AgreementsIssuer, the Custodians will Seller agrees to cause to be required to review such Mortgage Loan Documents and deliver delivered to the Custodian, on behalf of the Indenture Trustee, the Depositor, items described in Section 2.5(b) on the date of such transfer and assignment or if a later delivery time is permitted by Section 2.5(b) then no later than such later delivery time. (g) As to each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return released from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur Trust in connection with performing their obligations under this Agreement or under the Servicing Agreementconveyance of a Qualified Replacement Mortgage the Custodian, as applicable. The Mortgage Loans permitted by on behalf of the terms Indenture Trustee, shall deliver on the date of this Agreement to be included in conveyance of such Qualified Replacement Mortgage, and on the Trust are limited to order of the Seller (i) the original Mortgage Loans (which Note, or the Depositor acquired pursuant certified copy, relating thereto, endorsed without recourse, to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, Seller and (ii) Qualified Substitute such other documents as constituted the File with respect thereto. (h) If a Mortgage Loans (whichassignment is lost during the process of recording, by definition as set forth herein and referred or is returned from the recorder's office unrecorded due to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warrantiesa defect therein, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is Seller shall prepare a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 substitute assignment or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004cure such defect, as defined in the Massachusetts Predatory Home Loan Practices Actcase may be, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan thereafter cause each such assignment to be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004duly recorded.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers Fremont on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and each Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related each Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor(a) On the terms and conditions of this Agreement, concurrently with the execution on each Transfer Date, (i) each Originator agrees to offer for sale and delivery hereof, does hereby transfer, assign, set over and otherwise convey to sell Mortgage Loans to the Trustee, on behalf Depositor and deliver the related Mortgage Loan Documents to or at the direction of the Depositor and (ii) the Depositor agrees to offer for sale and to sell the Mortgage Loans to the Trust and deliver the related Mortgage Loan Documents to or at the direction of the Trust, without recourse, . To the extent the Trust has or is able to obtain sufficient funds under the Indenture and the Secured Notes for the benefit purchase thereof, the Trust agrees to purchase such Mortgage Loans offered for sale by the Depositor. (b) During the Transfer Period, on each Transfer Date, subject to the conditions precedent set forth in Section 6.01 (and Section 6.02 with respect to the initial Transfer Date) and in accordance with the procedures set forth in this Agreement, (i) the related Originator will sell and assign to the Depositor and (ii) the Depositor will sell and assign to the Trust without recourse all of the Certificateholders, all the its respective right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified listed on the Mortgage Loan ScheduleSchedule attached to the related Assignment, the rights of the Depositor under the Mortgage Loan Purchase Agreementincluding all interest, the Assignment Agreements principal, prepayment fees and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal amounts received by the Depositorrelated Originator, the Servicers and Depositor or the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before after the related Cut-off Date). Copies , together with servicing rights and all right, title and interest in and to the proceeds of any related Mortgage Insurance Policies and all proceeds of the foregoing. (c) The foregoing sales, transfers, assignments, set overs and conveyances do not, and are not intended to, result in a creation or an assumption by the Trust of any of the obligations of the Depositor, any Originator or any other Person in connection with the Mortgage Loans or under any agreement or instrument relating thereto except as specifically set forth herein. (d) As of each Transfer Date, the Trust acknowledges the conveyance to it of the Mortgage Loan Purchase AgreementLoans and other property comprising the Trust Estate, including all rights, title and interest of the Assignment Agreements Depositor in and to the Interim Servicing Agreements are attached heretoMortgage Loans, receipt of which is hereby acknowledged by the Trust. In connection Concurrently with such transfer and assignmentdelivery, the Depositor does hereby deliver toas of each Transfer Date, and deposit with the applicable Custodian pursuant to the related Custodial Agreement Indenture the documents with respect Trust pledges the Mortgage Loans and all the other property comprising the Trust Estate to each Mortgage Loan the Indenture Trustee as described under Section 2 collateral agent and secured party on behalf and for the benefit of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Noteholders.

Conveyance of the Mortgage Loans. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all right, title and interest of the Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust and that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignment of the Mortgage Loans, the Company agrees to: (i) cause to be delivered, on or prior to the Startup Day (except as otherwise stated below) without recourse to the Custodian, on behalf of Trustee, on the Startup Day with respect to each Initial Mortgage Loan listed on the Sechedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to Custodian on behalf of the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian on behalf of the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to The Chase Manhattan Bank, as Trustee of the First Alliance Mortgage Loan Trust 1997-3, which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Custodian, on behalf of the Trustee, copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans subject to jurisdiction in the states of California, Colorado, Idaho, Illinois, Massachusetts, Ohio, Oregon, Pennsylvania, Washington, Georgia and Arizona an Originator shall not be required to record an assignment of a Mortgage if the Company furnishes to the Trustee and the Certificate Insurer, on or before the Startup Day with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Company's expense, the Assignment Opinions which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form satisfactory to the Certificate Insurer, Xxxxx'x and Standard & Poor's); provided further, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Certificate Insurer to so record such assignments (such instructions shall be given by the Certificate Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Custodian, on behalf of the Trustee shall make an immediate demand on the Company to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Company's failure to cause such Mortgage assignments to be prepared. Thereafter, the Custodian and the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Custodian and the Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Company shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf of the Trustee. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Company. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Company shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, on behalf of the Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Custodian, on behalf of the Trustee shall be kept in the related File. (c) In the case of Initial Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Company, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Company shall transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Company in and to any Qualified Replacement Mortgage delivered to the Custodian, on behalf of the Trustee, on behalf of the Trust, without recourse, for Trust by the benefit of the Certificateholders, Company pursuant to Section 3.4 or Section 3.6 hereof and all the its right, title and interest of to principal and interest due on such Qualified Replacement Mortgage after the Depositorapplicable Replacement Cut-Off Date; provided, including any security however, that the Company shall reserve and retain all right, title and interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Custodian, on behalf of the related Custodial Agreement (Trustee, will transfer, assign, set over and otherwise convey without recourse, on the “Company's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Company agrees to cause to be delivered to the Custodian, on behalf of the Trustee, the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or if a later delivery time is not intended that any permitted by Section 3.5(b) then no later than such later delivery time. (g) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Custodian, on behalf of the Trustee, shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Company (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Company and (ii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Company shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Company shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Assignment Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder)) , the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers applicable Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase AgreementAgreements, the Servicing Agreements and Assignment Agreements and the Interim Servicing Agreements are attached heretoMGIC PMI Policy. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Wells Fargo Custodial Agreemenx xxx the U.S. Bank Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Wells Fargo Custodial AgreementsAgreemenx xxx the U.S. Bank Custodial Agreement, the Custodians applicable Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Master Servicer and the Insurer Seller certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, the Depositor under the Wells Fargo Custodial Agreements Agreemenx xxx the Depositor and U.S. Bank under the U.S. Bank Custodial Agreement will be required have to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians applicable Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the CertificateholdersCertificateholders and MBIA, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers applicable Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase Agreement, the Assignment Servicing Agreements and Assignment Agreements. In addition, on or prior to the Interim Servicing Agreements are attached heretoClosing Date, the Depositor shall cause MBIA to deliver the Class A-2B Policy to the Trustee. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Master Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, the Depositor under the Custodial Agreements the Depositor Agreement will be required have to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and each Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related each Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) HOEPA or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) any other applicable predatory or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004abusive lending law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and each Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor related Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004).

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement Agreements (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, ) and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights (but not the obligations) of the Depositor under the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), ) and the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers on or with respect to the Mortgage Loans (other than including all payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date, but not paid by the related Mortgagors by such date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the related Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements Subsequent Mortgage Loan Purchase Agreement and such assets as shall from time to time be credited or required to be credited by the terms of this Agreement to the Pre-Funding Account and the Interim Capitalized Interest Account, the Assignment Agreement, the Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement Agreements (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicers and the Sponsor and the Insurer certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers related Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, ) and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicers an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related each Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana High Cost Home Loan Act) and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 or as defined in the Massachusetts Predatory Home Loan Practices Act, effective January 1November 7, 2005 2004 (Ind. Code AxxMass. Xxx. Sections 24Laws Ch. 183C). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any mortgage loan be included in the Trust that is a "High-9-1 through 24-9-9) or a “high risk home loan” under Cost Home Loan" as defined in the Illinois High Risk New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Act, Protection Act effective as of January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana High Cost Home Loan Act.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements Agreement and the Interim Servicing Agreements Fremont Assignment Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Servicer and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, and to the Assignment Agreements Master Servicer and the Trustee, a copy of the Interim Servicing Agreements are attached heretoAgreement and Fremont Assignment Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement Agreements (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004).

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder)) and the Subsequent Mortgage Loan Purchase Agreement, the right such assets as shall from time to any Net Swap Payment and any Swap Termination Payment made time be credited or are required by the Swap Provider terms of this Agreement to be credited to the Pre-Funding Account, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor and the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and each Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) HOEPA or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) any other applicable predatory or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004abusive lending law.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Issuer, all right, title and interest of the Seller in and to each Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Seller on the Closing Date, all right, title and interest in and to principal and interest due on each such Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Seller of the Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. Pursuant to the Indenture, the Issuer will pledge the Trust Estate to the Indenture Trustee to be held on behalf of the Owners of the Notes. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Issuer and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Issuer a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Mortgage Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Issuer, the Seller has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Seller as debtor, naming the Issuer as secured party and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Seller as a debtor and the Issuer as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Issuer. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Issuer's and the Owners' interests in the Mortgage Loans and the related Files. In connection with the pledge of the Trust Estate from the Issuer to the Indenture Trustee, on behalf of the Owners of the Notes, the Issuer has filed, in the appropriate office or offices in the State of Delaware, a UCC-1 Financing Statement executed by the Issuer as debtor, naming the Indenture Trustee, on behalf of the Owners of the Notes, as the secured party and listing the Mortgage Loans and the other property described above as collateral. In connection with such filing, the Issuer agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's interest in the Trust Estate on behalf of the Owners of the Notes. (b) In connection with the transfer and assignment of the Mortgage Loans, the Seller agrees to: (i) cause to be delivered, on or prior to the Closing Date (except as otherwise stated below) without recourse to the Custodian, on behalf of Indenture Trustee, on the Closing Date with respect to each Mortgage Loan listed on the Schedule of Mortgage Loans: (a) the original Mortgage Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ___________________, without recourse" or "Pay to the order of The Chase Manhattan Bank, as Indenture Trustee for the First Alliance [Adjustable] [Fixed] Rate Mortgage Loan Asset Backed Notes, Series 199_-_, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to Custodian on behalf of the Indenture Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian on behalf of the Indenture Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to "________________________, as Indenture Trustee of the First Alliance [Adjustable] [Fixed] Rate Mortgage Loan Asset Backed Notes, Series 199_- _," which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Closing Date, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Closing Date, the Originators to deliver to the Custodian, on behalf of the Indenture Trustee, copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, an Originator shall not be required to record an assignment of a Mortgage if the Seller furnishes to the Indenture Trustee and the Note Insurer, on or before the Closing Date, at the Seller's expense, the Assignment Opinions for the relevant jurisdictions which opine that recording is not necessary to perfect the rights of the Indenture Trustee in the related Mortgage (in form satisfactory to the Note Insurer, Xxxxx'x and Standard & Poor's); provided further, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Note Insurer to so record such assignments (such instructions shall be given by the Note Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Custodian, on behalf of the Indenture Trustee shall make an immediate demand on the Seller to cause such Mortgage assignments to be prepared and shall inform the Note Insurer of the Seller's failure to cause such Mortgage assignments to be prepared. Thereafter, the Custodian and the Indenture Trustee shall cooperate in executing any documents prepared by the Note Insurer and submitted to the Custodian and the Indenture Trustee in connection with this provision. Following the expiration of the 75- Business Day period following the Closing Date and except with respect to Mortgages covered by the Assignment Opinions, the Seller shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf of the Indenture Trustee. All recording required pursuant to this Section 2.5 shall be accomplished at the expense of the Originators or of the Seller. Notwithstanding anything to the contrary contained in this Section 2.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, on behalf of the Indenture Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Custodian, on behalf of the Indenture Trustee shall be kept in the related File. (c) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Closing Date, the Seller, in lieu of the foregoing, will deliver within 15 Business Days after the Closing Date to the Indenture Trustee a certification of an Authorized Officer in the form set forth in Exhibit B. (d) The Seller shall transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Issuer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified Custodian, on the Mortgage Loan Schedule, the rights behalf of the Depositor under the Mortgage Loan Purchase AgreementIndenture Trustee, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations on behalf of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made Issuer by the Swap Provider Seller pursuant to Section 2.4 or Section 2.6 hereof and all other assets included or its right, title and interest to be included principal and interest due on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that the Seller shall reserve and retain all right, title and interest in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the lien of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur Indenture in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The conveyance of a Qualified Replacement Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warrantiestherefor, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27Custodian, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Indenture Trustee, will transfer, assign, set over and agree that it is not intended that any Mortgage Loan be included in otherwise convey without recourse, on the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27Seller's order, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as all of January 1, 2004.its

Conveyance of the Mortgage Loans. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all right, title and interest of the Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; PROVIDED, HOWEVER, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust and that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignment of the Mortgage Loans, the Company agrees to: (i) cause to be delivered, on or prior to the Startup Day (except as otherwise stated below) without recourse to the Custodian, on behalf of Trustee, on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to Custodian on behalf of the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian on behalf of the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to The Chase Manhattan Bank, as Trustee of the First Alliance Mortgage Loan Trust 1996-4, which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Custodian, on behalf of the Trustee, copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; PROVIDED, HOWEVER, that with respect to Mortgage Loans subject to jurisdiction in the states of California, Colorado, Idaho, Illinois, Ohio, Oregon, Pennsylvania, Washington, Georgia and Arizona an Originator shall not be required to record an assignment of a Mortgage if the Company furnishes to the Trustee and the Certificate Insurer, on or before the Startup Day with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Company's expense, the Assignment Opinions which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form satisfactory to the Certificate Insurer, Xxxxx'x and Standard & Poor's). With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Custodian, on behalf of the Trustee shall make an immediate demand on the Company to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Company's failure to cause such Mortgage assignments to be prepared. Thereafter, the Custodian and the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Custodian and the Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Company shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf of the Trustee. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Company. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Company shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, on behalf of the Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Custodian, on behalf of the Trustee shall be kept in the related File. (c) In the case of Initial Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Company, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Company shall transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Company in and to any Qualified Replacement Mortgage delivered to the Custodian, on behalf of the Trustee, on behalf of the Trust, without recourse, for Trust by the benefit of the Certificateholders, Company pursuant to Section 3.4 or Section 3.6 hereof and all the its right, title and interest of to principal and interest due on such Qualified Replacement Mortgage after the Depositorapplicable Replacement Cut-Off Date; PROVIDED, including any security HOWEVER, that the Company shall reserve and retain all right, title and interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Custodian, on behalf of the related Custodial Agreement (Trustee, will transfer, assign, set over and otherwise convey without recourse, on the “Company's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; PROVIDED, HOWEVER, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Company agrees to cause to be delivered to the Custodian, on behalf of the Trustee, the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or if a later delivery time is not intended that any permitted by Section 3.5(b) then no later than such later delivery time. (g) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Custodian, on behalf of the Trustee, shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Company (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Company and (ii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Company shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Company shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Servicer, RMC and the Interim Servicers RMAE on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. In the event that any Assignment of Mortgage is not recorded or is improperly recorded, the Servicer shall have no liability for its failure to receive or act on notices related to such Assignments of Mortgage or otherwise. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer Servicer, RMC and RMAE copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Neither the Servicer, RMC nor RMAE shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer, RMC and RMAE to be reimbursed for any such costs the Servicers Servicer, RMC or RMAE may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the DepositorCompany, including any security interest therein for the benefit of the DepositorCompany, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor Company under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Company or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Company herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor Company does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each ServicerCompany, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor Company will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor Company to the Custodians Custodian as more particularly set forth therein. The Master Servicer hereby acknowledges the receipt by it of cash in an amount equal to $75,762.99 (the "Special Deposit"), representing interest at the Mortgage Rate, for the calendar month of April 2004, for those Mortgage Loans which do not have Monthly Payments due on May 1, 2004. The Master Servicer shall hold such amount in the Custodial Account and shall include such amount in the Available Distribution Amount for the Distribution Date in May 2004. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor Company shall deliver or cause the related originator Seller to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.the

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder)) and the Assignment Agreement, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer a copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement which is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the related Custodial AgreementsAgreement, the Custodians applicable Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the related Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians applicable Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian the Custodians’ fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004).

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Agreement and Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation but not limited to, the right to enforce the obligations of the other parties thereto (including the Guarantor) thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies of the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreements and the Interim Servicing Agreements Agreement are attached heretohereto as Exhibit F-1 and Exhibit F-2, respectively. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Mortgage Loan Purchase Agreement the Depositor Sponsor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor Sponsor shall deliver or cause the related originator Sponsor to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor Sponsor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Assignment Agreement and the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, ) and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor Depositor, the Sponsor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor(a) On the terms and conditions of this Agreement, concurrently with the execution on each Transfer Date, (i) each Originator agrees to offer for sale and delivery hereof, does hereby transfer, assign, set over and otherwise convey to sell Mortgage Loans to the Trustee, on behalf Depositor and deliver the related Mortgage Loan Documents to or at the direction of the Depositor and (ii) the Depositor agrees to offer for sale and to sell the Mortgage Loans to the Trust and deliver the related Mortgage Loan Documents to or at the direction of the Trust, without recourse, . To the extent the Trust has or is able to obtain sufficient funds under the Indenture and the Secured Notes for the benefit purchase thereof, the Trust agrees to purchase such Mortgage Loans offered for sale by the Depositor. (b) During the Transfer Period, on each Transfer Date, subject to the conditions precedent set forth in Section 6.01 (and Section 6.02 with respect to the initial Transfer Date) and in accordance with the procedures set forth in this Agreement, (i) the related Originator will sell and assign to the Depositor and (ii) the Depositor will sell and assign to the Trust without recourse all of its respective right, title and interest in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached to the related Assignment, including all interest, principal, prepayment fees and other amounts received by the related Originator, the Depositor or the Servicer on or with respect to such Mortgage Loans on or after the related Cut-off Date, together with servicing rights and all right, title and interest in and to the proceeds of any related Mortgage Insurance Policies and all proceeds of the Certificateholdersforegoing, upon payment by the Trust of the applicable Sales Price and by the Depositor of the applicable Sales Price of such Mortgage Loans. In the event that the applicable Sales Price of any Mortgage Loans is deemed to be less than the fair market value of such Mortgage Loans, the difference shall be deemed to be a capital contribution made by the Depositor to the Trust. The consideration received by the Originators hereunder will be allocated among them in proportion to the outstanding principal balance of the Mortgage Loans sold by each. (c) The foregoing sales, transfers, assignments, set overs and conveyances do not, and are not intended to, result in a creation or an assumption by the Trust of any of the obligations of the Depositor, any Originator or any other Person in connection with the Mortgage Loans or under any agreement or instrument relating thereto except as specifically set forth herein. (d) As of each Transfer Date, the Trust acknowledges the conveyance to it of the Mortgage Loans and other property comprising the Trust Estate, including all the rightrights, title and interest of the DepositorDepositor in and to the Mortgage Loans, including any security interest therein receipt of which is hereby acknowledged by the Trust. Concurrently with such delivery, as of each Transfer Date, pursuant to the Indenture the Trust pledges the Mortgage Loans and all the other property comprising the Trust Estate to the Indenture Trustee, as collateral agent and secured party on behalf and for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Noteholders.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignassigns, sets over and otherwise conveys or shall request or cause to be transferred, sold, assigned, set over and otherwise convey conveyed, without recourse, for good and valuable consideration, to the Holding Trust, and the Holding Trust hereby transfers, assigns, sets over and otherwise conveys, without recourse, for good and valuable consideration, to the Trust, for pledge to the Indenture Trustee, on behalf of the Trust, without recourse, for Noteholders and the benefit of the CertificateholdersNote Insurer, all the right, title and interest of the DepositorSponsor or the Holding Trust, including any security interest therein for as the benefit of the Depositorcase may be, in and to (i) the Mortgage Loans, (ii) such amounts in all Accounts including principal collected and interest accrued in respect of the related Mortgage Loans on or after the Initial Cut-Off Date, each Subsequent Cut-Off Date and each Replacement Cut-Off Date, as applicable, including Eligible Investments, as may from time to time may be held in such Accounts (except any Premium Recapture and interest accrued prior to the Initial Cut-Off Date, each Subsequent Cut-Off Date and each Replacement Cut-Off Date, as applicable and except for net investment earnings on the Principal and Interest Account, the Capitalized Interest Account and the Note Account), (iii) any Property, the ownership of which has been effected on behalf of the Trust as a result of foreclosure or acceptance by the Master Servicer of a deed in lieu of foreclosure and that has not been withdrawn from the Trust, (iv) any Mortgage Insurance Policies relating to the Mortgage Loans identified on and any rights of the Sponsor or any Originator under any Mortgage Loan ScheduleInsurance Policies, (v) Net Liquidation Proceeds with respect to any Liquidated Mortgage Loan, (vii) the rights of the Depositor under Sponsor against any Originator pursuant to the Mortgage Loan Purchase Agreement, the Assignment Agreements Transfer Agreement and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to viii) any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect Trust Estate for pledge to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Indenture Trustee on behalf of the Noteholders and the Note Insurer. In addition, on or prior to the Closing Date, the Sponsor shall cause the Note Insurer to deliver the Policy to the Indenture Trustee, on behalf of the Noteholders. The transfer of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trust understand is absolute and is intended by the Sponsor, the Holding Trust, the Noteholders and all parties hereto to be treated as a sale by the Sponsor to the Holding Trust, and by the Holding Trust to the Trust. (b) The Sponsor and the Holding Trust agree that it is not intended that any to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Note Owners' and the Note Insurer's interests in each Mortgage Loan be included in and the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27proceeds thereof (including, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.without

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignassigns, set sets over and otherwise convey to the Trustee, on behalf of the Trust, conveys without recourse, to the Trustee for the benefit of the CertificateholdersOwners of the Certificates and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans identified delivered by the Seller on the Startup Day, all right, title and interest in and to principal and interest (including prepaid interest) due on each such Initial Mortgage Loan Schedule, after the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans Cut-Off Date (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Off Date)) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial 42 203968.5d Mortgage Loan on or prior to the Cut-Off Date. Copies The transfer by the Seller of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loan Purchase AgreementLoans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Trust and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the Assignment Agreements parties intend that the Seller shall be deemed to have granted to the Trustee a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Note and the Interim Servicing Agreements are attached heretoFile, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Trustee, the Seller has filed, in the appropriate office or offices in the State of California, a UCC-1 financing statement executed by the Seller as debtor, naming the Trustee as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignmentassignment of the Mortgage Loans, the Depositor does hereby deliver Seller agrees to: (i) cause to be delivered, and deposit with the applicable Custodian pursuant on or prior to the related Custodial Agreement Startup Day (except as otherwise stated below) without recourse to the documents Trustee on the Startup Day with respect to each Initial Mortgage Loan as described under Section 2 listed on the Schedule of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, Loans or on each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) Subsequent Transfer Date with respect to such review with exceptions noted thereon. each Subsequent Mortgage Loan: (a) the original Notes, endorsed without recourse by the related Originator, "Pay to the order of Norwest Bank Minnesota, National Association, as trustee for the First Alliance Mortgage Loan Trust 1999-2, without recourse" or "Pay to the order of holder, without recourse." In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to event that the Mortgage Loan Documents for was acquired by the related Mortgage Loans after Originator in a merger, the delivery thereof endorsement must be by the Depositor "(related Originator), successor by merger to (name of predecessor)"; and in the Custodians as more particularly set forth therein. Notwithstanding anything to event that the contrary contained hereinMortgage Loan was acquired or originated by the related Originator while doing business under another name, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall endorsement must be performed by the Custodians pursuant to the terms and conditions "(related Originator), formerly known as (previous name)"; (b) originals of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver all intervening assignments, showing a complete chain of assignment from origination to the related Servicer copies Originator, if any, including warehousing assignments, with evidence of all trailing documents required recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9forthwith after return)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.;

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements Agreement and the Interim Servicing Agreements Fremont Assignment Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Servicer and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, and to the Assignment Agreements Master Servicer and the Trustee, a copy of the Interim Servicing Agreements are attached heretoAgreement and Fremont Assignment Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004).

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider ) and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and each Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the related Custodial AgreementsAgreement, the related Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the related Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) HOEPA or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) any other applicable predatory or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004abusive lending law.

Conveyance of the Mortgage Loans. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all right, title and interest of the Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust and that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignment of the Mortgage Loans, the Company agrees to: (i) cause to be delivered, on or prior to the Startup Day (except as otherwise stated below) without recourse to the Trustee on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of _____________ _________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to ________________________, as Trustee of the First Alliance Mortgage Loan Trust 199_-_, which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth belTow ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans subject to jurisdiction in the states of Arizona, California, Colorado, District of Columbia, Georgia, Idaho, Illinois, Maryland, Massachusetts, Ohio, Oregon, Pennsylvania, Virginia and Washington an Originator shall not be required to record an assignment of a Mortgage if the Company furnishes to the Trustee and the Certificate Insurer, on or before the Startup Day with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Company's expense, the Assignment Opinions which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form satisfactory to the Certificate Insurer, Moody's and Standard & Poor's); provided further, however, noxxxxxxxanding the delivery of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Certificate Insurer to so record such assignments (such instructions shall be given by the Certificate Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Company to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Company's failure to cause such Mortgage assignments to be prepared. Thereafter, the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Company shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Trustee. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Company. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Company shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. (c) In the case of Initial Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Company, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Company shall transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Trustee all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified Trustee on the Mortgage Loan Schedule, the rights behalf of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made Trust by the Swap Provider Company pursuant to Section 3.4 or Section 3.6 hereof and all other assets included or its right, title and interest to be included principal and interest due on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that the Company shall reserve and retain all right, title and interest in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the related Custodial Agreement (Trustee will transfer, assign, set over and otherwise convey without recourse, on the “Company's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Company agrees to cause to be delivered to the Trustee the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or if a later delivery time is not intended that any permitted by Section 3.5(b) then no later than such later delivery time. (g) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Company (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Company and (ii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Company shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Company shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all right, title and interest of the Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust and that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignment of the Mortgage Loans, the Company agrees to: (i) cause to be delivered, on or prior to the Startup Day (except as otherwise stated below) without recourse to the Trustee on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to The Bank of New York, as Trustee of the First Alliance Mortgage Loan Trust 1997-4, which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans subject to jurisdiction in the states of Arizona, California, Colorado, District of Columbia, Georgia, Idaho, Illinois, Maryland, Massachusetts, Ohio, Oregon, Pennsylvania, Virginia and Washington an Originator shall not be required to record an assignment of a Mortgage if the Company furnishes to the Trustee and the Certificate Insurer, on or before the Startup Day with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Company's expense, the Assignment Opinions which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form satisfactory to the Certificate Insurer, Xxxxx'x and Standard & Poor's); provided further, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Certificate Insurer to so record such assignments (such instructions shall be given by the Certificate Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Company to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Company's failure to cause such Mortgage assignments to be prepared. Thereafter, the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Company shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Trustee. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Company. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Company shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. (c) In the case of Initial Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Company, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Company shall transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Trustee all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified Trustee on the Mortgage Loan Schedule, the rights behalf of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made Trust by the Swap Provider Company pursuant to Section 3.4 or Section 3.6 hereof and all other assets included or its right, title and interest to be included principal and interest due on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that the Company shall reserve and retain all right, title and interest in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the related Custodial Agreement (Trustee will transfer, assign, set over and otherwise convey without recourse, on the “Company's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Company agrees to cause to be delivered to the Trustee the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or if a later delivery time is not intended that any permitted by Section 3.5(b) then no later than such later delivery time. (g) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Company (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Company and (ii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Company shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Company shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignassigns, set sets over and otherwise convey to the Trustee, on behalf of the Trust, conveys without recourse, to the Trustee for the benefit of the CertificateholdersOwners of the Certificates and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans identified delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan Schedule, after the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans Cut-Off Date (other than payments of principal due and interest due on such Mortgage Loans accrued on or before the Cut-off Off Date)) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. Copies The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loan Purchase AgreementLoans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust and that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the Assignment Agreements parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the Interim Servicing Agreements are attached heretoFile, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignmentassignment of the Mortgage Loans, the Depositor does hereby deliver Company agrees to: (i) cause to be delivered, and deposit with the applicable Custodian pursuant on or prior to the related Custodial Agreement Startup Day (except as otherwise stated below) without recourse to the documents Custodian, on behalf of Trustee, on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as described under Section 2 (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to Custodian on behalf of the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian on behalf of the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Custodial Agreement Originator indicating that such Mortgage has been delivered for recording; (e) the “original assignment of Mortgage for each Mortgage Loan Documents”). In connection with such delivery conveying the Mortgage to The Chase Manhattan Bank, as Trustee of the First Alliance Mortgage Loan Trust 1997-1, which assignment shall be in form and as further described substance acceptable for recording in the Custodial Agreementsstate or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Startup Day with respect to the Initial Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained hereinLoans, the parties hereto acknowledge that the functions or within 75 Business Days of the Trustee each Subsequent Transfer Date with respect to the custodySubsequent Mortgage Loans, acceptancea recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, inspection the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and release in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage Files, including, but not limited to certain insurance policies and documents contemplated may be made by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related blanket assignments for Mortgage File at Loans covering mortgaged properties situated within the same time the originals county or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy other permitted governmental subdivision); and (f) evidence of title insurance and any Mortgage Loan Documents upon return from with respect to the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included mortgaged property in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, form of a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 binder or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004commitment.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee, on behalf of the Trust, Trustee without recourse, recourse for the benefit of the Certificateholders, Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), (v) all other assets included or to be included in the right to Trust Fund, (vi) any Net Swap Payment and any Swap Termination Payment made paid by the Swap Provider and deposited into the Swap Account, (vii) the Reserve Fund, (viii) any payments received from the Cap Agreement Provider under the Cap Agreement and deposited into the Swap Account, (ix) the amounts in the Collection Account, the Distribution Account and the Swap Account, and (x) all other assets included or to be included in REMIC I. proceeds of any of the foregoing. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, to and deposit with Xxxxx Fargo, as the applicable Custodian pursuant to and designated agent of the related Custodial Agreement Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Depositor shall cause the endorsement to be completed or (B) in the following form: “Pay to the order of HSBC Bank USA, National Association, as described under Section 2 Trustee, without recourse”, or with respect to any lost Mortgage Note, an original Lost Note Affidavit substantially in the form of Exhibit H stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related Custodial Agreement mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance, as applicable, of which is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment. The Mortgage shall be assigned either (A) in blank or (B) to “HSBC Bank USA, National Association, as Trustee, without recourse”; (iv) an original of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender’s title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) any additional documents included in the definition of “Mortgage Loan DocumentsFile”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required The Custodian agrees to review such Mortgage Loan Documents execute and deliver to the Depositor, the Servicer and the Trustee on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto. (b) If any of the documents referred to in Section 2.01(a)(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Servicer, in its capacity as Originator, in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Servicer, in its capacity as Originator, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(a)(v) above, the Servicer, in its capacity as Originator, shall deliver or cause to be delivered to the Trustee or the Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company or an original attorney’s opinion of title, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Servicer or the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian promptly upon receipt thereof any other 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. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Servicer, in its capacity as Originator, shall have 120 days to cure such defect or deliver such missing document to the Trustee or the Custodian. If the Originator does not cure such defect or deliver such missing document within such time period, the Servicer, in its capacity as Originator, shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03. The Depositor (at the expense of the Servicer, in its capacity as Originator) shall cause the Assignments which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv) hereof to be recorded. The Depositor shall be required to deliver such Assignments for recording within 90 days of the Closing Date. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee and the Depositor receive notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted for recording by the Depositor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 8.02 hereof, (v) if the Originator is not the Servicer and with respect to any one Assignment the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent and such recordation would be necessary to facilitate conversion of the Mortgaged Property in accordance with Section 3.13. Upon (a) receipt of written notice from the Trustee that recording of the Assignments is required pursuant to one or more of the conditions (excluding (v) and (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (v) or (vi) in the preceding sentence, the Depositor shall be required to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of such notice. Notwithstanding the foregoing, if the Originator fails to pay the cost of recording the Assignments, such expense will be paid by the Trust. To the extent not previously delivered to the Trustee by the Depositor, the Depositor shall furnish the Trustee, or its designated agent, with a copy of each ServicerAssignment submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Sponsor Depositor shall promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. The Servicer shall forward to the Insurer certifications Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, an Officers’ Certificate of the Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known and (D) specify the date the applicable recorded document is expected to be delivered to the Custodian, and, upon receipt of a copy of such document certified by the public recording office, the Servicer shall immediately deliver such document to the Custodian. In the event the appropriate public recording office will not certify as to the accuracy of such document, the Servicer shall deliver a copy of such document certified by an officer of the Servicer to be a true and complete copy of the original to the Custodian. The parties hereto understand and agree that it is not intended that any mortgage loan be included in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof Trust that is a high-cost home loan as defined by the Depositor to the Custodians as more particularly set forth thereinHOEPA or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, including but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004hereof.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement Agreements (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Agreements, if a Custodian discovers a defect with respect to any Mortgage Loan Document, such Custodian will give written specification of such defect to the Master Servicer, the Depositor, the Servicer and the Trustee. Upon receipt of such notice, the Depositor or the Trustee will provide notice to the Sponsor of such defect and the Sponsor shall either cure such defect or repurchase or substitute the related Mortgage Loan in accordance with the provisions of the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth thereinPurchase Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodiansrelated Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignassigns, set sets over and otherwise convey to the Trustee, on behalf of the Trust, conveys without recourse, to the Trustee for the benefit of the CertificateholdersOwners of the Certificates and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans identified delivered by the Seller on the Startup Day, all right, title and interest in and to principal and interest (including prepaid interest) due on each such Initial Mortgage Loan Schedule, after the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans Cut-Off Date (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Off Date)) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. Copies The transfer by the Seller of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loan Purchase AgreementLoans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Trust and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the Assignment Agreements parties intend that the Seller shall be deemed to have granted to the Trustee a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Note and the Interim Servicing Agreements are attached heretoFile, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Trustee, the Seller has filed, in the appropriate office or offices in the States of California, a UCC-1 financing statement executed by the Seller as debtor, naming the Trustee as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignmentassignment of the Mortgage Loans, the Depositor does hereby deliver Seller agrees to: (i) cause to be delivered, and deposit with the applicable Custodian pursuant on or prior to the related Custodial Agreement Startup Day (except as otherwise stated below) without recourse to the documents Trustee on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ____________________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as described under Section 2 (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Custodial Agreement Originator indicating that such Mortgage has been delivered for recording; (e) the “original assignment of Mortgage for each Mortgage Loan Documents”). In connection with such delivery conveying the Mortgage to "Norwest Bank Minnesota, National Association, as Trustee of the First Alliance Mortgage Loan Trust 1998-3, without recourse," which assignment shall be in form and as further described substance acceptable for recording in the Custodial Agreementsstate or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan Documents was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans relating to Properties located in the states of Arizona, California, Colorado, District of Columbia, Georgia, Idaho, Illinois, Maryland, Massachusetts, Ohio, Oregon, Pennsylvania, Virginia and Washington, an Originator shall not be required to record an assignment of a Mortgage if the Seller furnishes to the Trustee and the Certificate Insurer, on or before the Startup Day with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Seller's expense, the Assignment Opinions for the relevant jurisdictions which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage Loans after (in form satisfactory to the Certificate Insurer, Xxxxx'x and Standard & Poor's); provided further, however, notwithstanding the delivery thereof of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Depositor Certificate Insurer to so record such assignments (such instructions shall be given by the Certificate Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Seller to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Seller's failure to cause such Mortgage assignments to be prepared. Thereafter, the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Custodians as more particularly set forth thereinTrustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Seller shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Trustee. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Seller. Notwithstanding anything to the contrary contained hereinin this Section 3.5, in those instances where the public recording office retains the original Mortgage, the parties hereto acknowledge that assignment of a Mortgage or the functions of the Trustee with respect to the custody, acceptance, inspection and release intervening assignments of the Mortgage Filesafter it has been recorded, includingthe Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, but not limited such assignment or assignments of Mortgage certified by the public recording office to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery be a true copy of the certifications recorded original thereof. Copies of all Mortgage assignments received by the Trustee shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included kept in the related File. (c) In the case of Initial Mortgage File at Loans which have been prepaid in full on or after the same time Cut-Off Date and prior to the originals or certified copies thereof are delivered Startup Day, the Seller, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee or Custodians, such documents including the mortgagee policy a certification of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included an Authorized Officer in the Trust are limited to form set forth in Exhibit D. (id) Mortgage Loans (which the Depositor acquired pursuant The Seller shall transfer, assign, set over and otherwise convey without recourse, to the Mortgage Loan Purchase AgreementTrustee all right, which contains, among other representations title and warranties, a representation and warranty interest of the Sponsor that no Seller in and to any Qualified Replacement Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred delivered to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand by the Seller pursuant to Section 3.4 or Section 3.6 hereof and agree all its right, title and interest to principal and interest due on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that it is not intended that any the Seller shall reserve and retain all right, title and interest in and to payments of principal and interest due on such Qualified Replacement Mortgage on and prior to the applicable Replacement Cut-Off Date. (e) As to each Mortgage Loan be included in released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without recourse, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with any transfer and assignment of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, the Seller agrees to cause to be delivered to the Trustee the items described in Section 3.5(b) on the date of such transfer and assignment or if a later delivery time is permitted by Section 3.5(b) then no later than such later delivery time. (g) As to each Mortgage Loan released from the Trust in connection with the conveyance of a “High-Cost Home Loan” Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Seller (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Seller and (ii) such other documents as defined in constituted the New Jersey Home Ownership Act effective November 27File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, 2003or is returned from the recorder's office unrecorded due to a defect therein, the Seller shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Seller shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, ) and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all right, title and interest of the Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust and that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignment of the Mortgage Loans, the Company agrees to: (i) cause to be delivered, on or prior to the Startup Day (except as otherwise stated below) without recourse to the Custodian, on behalf of Trustee, on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to Custodian on behalf of the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian on behalf of the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to The Chase Manhattan Bank, as Trustee of the First Alliance Mortgage Loan Trust 1997-2, which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Custodian, on behalf of the Trustee, copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans subject to jurisdiction in the states of California, Colorado, Idaho, Illinois, Massachusetts, Ohio, Oregon, Pennsylvania, Washington, Georgia and Arizona an Originator shall not be required to record an assignment of a Mortgage if the Company furnishes to the Trustee and the Certificate Insurer, on or before the Startup Day with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Company's expense, the Assignment Opinions which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form satisfactory to the Certificate Insurer, Xxxxx'x and Standard & Poor's); provided further, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Certificate Insurer to so record such assignments (such instructions shall be given by the Certificate Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Custodian, on behalf of the Trustee shall make an immediate demand on the Company to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Company's failure to cause such Mortgage assignments to be prepared. Thereafter, the Custodian and the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Custodian and the Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Company shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf of the Trustee. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Company. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Company shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, on behalf of the Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Custodian, on behalf of the Trustee shall be kept in the related File. (c) In the case of Initial Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Company, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Company shall transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Company in and to any Qualified Replacement Mortgage delivered to the Custodian, on behalf of the Trustee, on behalf of the Trust, without recourse, for Trust by the benefit of the Certificateholders, Company pursuant to Section 3.4 or Section 3.6 hereof and all the its right, title and interest of to principal and interest due on such Qualified Replacement Mortgage after the Depositorapplicable Replacement Cut-Off Date; provided, including any security however, that the Company shall reserve and retain all right, title and interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the Custodian, on behalf of the related Custodial Agreement (Trustee, will transfer, assign, set over and otherwise convey without recourse, on the “Company's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Company agrees to cause to be delivered to the Custodian, on behalf of the Trustee, the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or if a later delivery time is not intended that any permitted by Section 3.5(b) then no later than such later delivery time. (g) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Custodian, on behalf of the Trustee, shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Company (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Company and (ii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Company shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Company shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights (but not the obligations) of the Depositor under the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), ) and the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers on or with respect to the Mortgage Loans (other than including all payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date, but not paid by the related Mortgagors by such date). Copies The Depositor herewith delivers to the Trustee and the Servicers a copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the related Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignassigns, set sets over and otherwise convey to the Trustee, on behalf of the Trust, conveys without recourse, to the Trustee for the benefit of the CertificateholdersOwners of the Certificates and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans identified delivered by the Seller on the Startup Day, all right, title and interest in and to principal and interest (including prepaid interest) due on each such Initial Mortgage Loan Schedule, after the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans Cut-Off Date (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Off Date)) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. Copies The transfer by the Seller of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loan Purchase AgreementLoans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Trust and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the Assignment Agreements parties intend that the Seller shall be deemed to have granted to the Trustee a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Note and the Interim Servicing Agreements are attached heretoFile, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Trustee, the Seller has filed, in the appropriate office or offices in the State of California, a UCC-1 financing statement executed by the Seller as debtor, naming the Trustee as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignmentassignment of the Mortgage Loans, the Depositor does hereby deliver Seller agrees to: (i) cause to be delivered, and deposit with the applicable Custodian pursuant on or prior to the related Custodial Agreement Startup Day (except as otherwise stated below) without recourse to the documents Trustee on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of Norwest Bank Minnesota, National Association, as described trustee for the First Alliance Mortgage Loan Trust 1998-4, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under Section 2 another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Custodial Agreement Originator indicating that such Mortgage has been delivered for recording; (e) the “original assignment of Mortgage for each Mortgage Loan Documents”). In connection with such delivery conveying the Mortgage to "Norwest Bank Minnesota, National Association, as Trustee of the First Alliance Mortgage Loan Trust 1998-4, without recourse," which assignment shall be in form and as further described substance acceptable for recording in the Custodial Agreementsstate or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Startup Day with respect to the Initial Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained hereinLoans, the parties hereto acknowledge that the functions or within 75 Business Days of the Trustee each Subsequent Transfer Date with respect to the custodySubsequent Mortgage Loans, acceptancea recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, inspection the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and release in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage Files, including, but not limited to certain insurance policies and documents contemplated may be made by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related blanket assignments for Mortgage File at Loans covering mortgaged properties situated within the same time the originals county or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy other permitted governmental subdivision); and (f) evidence of title insurance and any Mortgage Loan Documents upon return from with respect to the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included mortgaged property in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, form of a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 binder or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004commitment.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the CertificateholdersCertificateholders and MBIA, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase AgreementAgreement and the MGIC PMI Policy. In addition, on or prior to the Closing Date, the Assignment Agreements and Depositor shall cause MBIA to deliver the Interim Servicing Agreements are attached heretoClass A-2B Policy to the Trustee. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each the Servicer, the Sponsor MBIA and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Trustee for the benefit of the Owners of the Certificates and the Certificate Insurer, all right, title and interest of the Company in and to each Initial Mortgage Loan listed on the Schedules of Mortgage Loans delivered by the Company on the Startup Day, all right, title and interest in and to principal and interest due on each such Initial Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Company reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Company of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedules of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Company. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Company to the Trust and that the Mortgage Loans not be part of the Company's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Company shall be deemed to have granted to the Trustee a security interest of first priority in all of the Company's right, title and interest in the Mortgage, Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Company to the Trustee, the Company has filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and listing the Initial Mortgage Loans and the other property described above as collateral, and on or prior to each Subsequent Transfer Date the Company will file in such offices a UCC-1 financing statement listing the Subsequent Mortgage Loans so transferred as collateral. The characterization of the Company as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Company's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Company shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignment of the Mortgage Loans, the Company agrees to: (i) cause to be delivered, on or prior to the Startup Day (except as otherwise stated below) without recourse to the Trustee on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to The Bank of New York as Trustee of the First Alliance Mortgage Loan Trust 1996-3 which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Trustee copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans subject to jurisdiction in the states of California, Colorado, Illinois, Ohio, Oregon, Pennsylvania, Washington, Georgia and Arizona an Originator shall not be required to record an assignment of a Mortgage if the Company furnishes to the Trustee and the Certificate Insurer, on or before the Startup Day with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Company's expense, the Assignment Opinions which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage (in form satisfactory to the Certificate Insurer, Xxxxx'x and Standard & Poor's). With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Trustee shall make an immediate demand on the Company to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Company's failure to cause such Mortgage assignments to be prepared. Thereafter, the Trustee shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Company shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Trustee. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Company. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Company shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Trustee shall be kept in the related File. (c) In the case of Initial Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Company, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Company shall transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Trustee all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified Trustee on the Mortgage Loan Schedule, the rights behalf of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made Trust by the Swap Provider Company pursuant to Section 3.4 or Section 3.6 hereof and all other assets included or its right, title and interest to be included principal and interest due on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that the Company shall reserve and retain all right, title and interest in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the related Custodial Agreement (Trustee will transfer, assign, set over and otherwise convey without recourse, on the “Company's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Company agrees to cause to be delivered to the Trustee the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or if a later delivery time is not intended that any permitted by Section 3.5(b) then no later than such later delivery time. (g) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Company (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Company and (ii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Company shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Company shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Provider, and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable related Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement Agreements (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicers and the Sponsor and the Insurer certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers related Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, ) and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Servicer and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) HOEPA or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) any other applicable predatory or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004abusive lending law.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor and its Affiliate, Advanta Conduit Receivables, Inc., concurrently with the execution and delivery hereof, does and on behalf of the Conduit Acquisition Trust, hereby each transfers, sells, assigns, sets over and otherwise conveys without recourse, to the Trustee, all right, title and interest of the Sponsor and Advanta Conduit Receivables, Inc. in and to each Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Sponsor on the Startup Day, all its right, title and interest in and to principal collected and interest accruing on each such Mortgage Loan on and after the Cut-Off Date and all its right, title and interest in and to all Insurance Policies and any other assets included or to be included in the Trust for the benefit of Owners and the Insurer. The transfer by the Sponsor and Advanta Conduit Receivables, Inc. of the Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Sponsor and Advanta Conduit Receivables, Inc. (b) The Sponsor agrees to take or cause to be taken such actions and execute such documents (including, without limitation, the filing of all necessary continuation statements for the UCC-1 financing statements filed in the State of New York (which shall have been filed within 90 days of the Startup Day) describing the Mortgage Loans and naming the Sponsor and Advanta Conduit Receivables, Inc. as debtor and the Trustee as the secured party and any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of the debtor or the filing of any additional UCC-1 financing statements due to a change in the principal officer of the debtor (within 90 days of any event necessitating such filing) as are necessary to perfect and protect the Owners' and the Insurer's interests in each Mortgage Loan and the proceeds thereof. (c) In connection with the transfer and assignment of the Mortgage Loans, the Sponsor agrees to: (i) cause to be delivered, on the Startup Day, without recourse, to the Trustee the items listed in the definitions of "Advanta Mortgage Files" and "Conduit Mortgage Files," as appropriate; provided that the assignments of mortgage listed in clause (e) of Exhibit B hereto shall be delivered to the Trustee within 75 Business Days of the Startup Day. (ii) cause, within 75 Business Days following the Startup Day the assignments of Mortgage to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the related Originator to the Trustee; provided, however, that, for administrative convenience and facilitation of servicing and to reduce closing costs, assignments of mortgage shall not be required to be submitted for recording with respect to any Mortgage Loan which relates to an Advanta Mortgage File only if the Trustee, the Insurer and each Rating Agency has received an Opinion of Counsel, satisfactory in form and substance to the Insurer and to each Rating Agency, to the effect that the recordation of such assignments in any specific jurisdiction is not necessary to protect the Trustee's interest in the related Mortgage. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Sponsor. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Trustee shall be kept in the related file. Such assignments of mortgage shall, in addition to the requirements specified in Exhibit B, be in recordable form. On or before the Startup Day, the Sponsor shall deliver to the Trustee original executed powers of attorney, from the current recordholders of the related Mortgage substantially in the form of Exhibit H, authorizing the Master Servicer on behalf of the Trustee to record the assignments of mortgage as provided in clause (ii) above. Pursuant to such power of attorney, the Trustee also may execute a new assignment of mortgage for any Mortgage Loan if the original assignment of mortgage delivered by the Sponsor to the Trustee is not in recordable form at such time as the assignment of mortgage is to be recorded by the Trustee. (d) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, the Sponsor, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day, to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit C. (e) The Sponsor (or the Conduit Acquisition Trust or an affiliate of the Sponsor) shall transfer, sell, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Trustee all the right, title and interest of the Depositor, including any security interest therein for Sponsor (or the benefit Conduit Acquisition Trust or of the Depositor, such affiliate) in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified on the Mortgage Loan ScheduleTrustee pursuant to Section 3.3, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Section 3.4 or Section 3.6 hereof and all other assets included its right, title and interest to principal collected and interest accruing on such Qualified Replacement Mortgage on and after the applicable Replacement Cut-Off Date; provided, however, that the Sponsor (or the Conduit Acquisition or such affiliate) shall reserve and retain all right, title and interest in and to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (f) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the related Custodial Agreement (Trustee will transfer, sell, assign, set over and otherwise convey without recourse, on the “Sponsor's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal collected and interest accruing on such released Mortgage Loan on and after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal collected and interest accruing on such released Mortgage Loan prior to the applicable Replacement Cut-Off Date. (g) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Sponsor agrees to cause to be delivered to the Trustee the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or, if a later delivery time is not intended that any permitted by Section 3.5(b), then no later than such later delivery time. (h) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Sponsor (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Sponsor and (ii) such other documents as constituted the File with respect thereto. (i) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Sponsor shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004and thereafter cause each such assignment to be duly recorded. (j) The Sponsor shall cause to be reflected on the records of the Conduit Acquisition Trust that the Mortgage Loans have been sold to the Trust. (k) To the extent that the ratings, if any, then assigned to the unsecured debt of the Sponsor or of the Sponsor's ultimate corporate parent are satisfactory to the Control Party and each of the Rating Agencies, then any of the Document Delivery Requirements described above may be waived by an instrument signed by the Control Party and each of the Rating Agencies (or any documents theretofore delivered to the Trustee returned to the Sponsor) on such terms and subject to such conditions as defined in the Massachusetts Predatory Home Loan Practices ActControl Party, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in and each of the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Rating Agencies may permit.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation limitation, the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers Depositor on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, to and deposit with the applicable Custodian Custodian, pursuant to the related Custodial Agreement Agreement, the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Depositor and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian, as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to to, certain insurance policies and documents contemplated by Section 4.11 of this Agreement3.10, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Master Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents documents, and the Depositor shall cause the Servicers Master Servicer to be reimbursed for any such costs cost that the Servicers Master Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted permitted, by the terms of this Agreement Agreement, to be included in the Trust are limited to (ia) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Mortgage Loan Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (iib) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Mortgage Loan Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor Depositor, the Seller and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in conveyed to the Trust that is either (i) a “High-Cost Home Loan,” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan,” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan,” as defined in the Massachusetts Predatory Home Loan Practices Act, Act effective November 7, 2004 2004, or (Mass. Axx. Laws Ch. 183Civ) or a “High-Cost Home Loan,” as defined in by the Indiana Home Loan Practices Act, Act effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 20042005.

Conveyance of the Mortgage Loans. The DepositorIn consideration of the purchase price of the Mortgage Loans, concurrently with subject to the conditions set forth in Section 2.03, on the Closing Date, the Company shall, and by execution and delivery hereofof this Agreement hereby does, does hereby sell, transfer, assignassign absolutely, set over and otherwise convey to the TrusteeTrustee without recourse, except for the terms of this Agreement, on behalf of the Trust, without recourse, for Trust and the benefit Trustee on behalf of the CertificateholdersTrust shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation limitation, any related Mortgages and Notes, the right to enforce the obligations Seller's interest in any related Mortgaged Property which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the other parties thereto thereunder)conversion thereof, the right to any Net Swap Payment voluntary or involuntary, and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers Company on or with respect to the Mortgage Loans (other than payments of principal on and interest due on such Mortgage Loans on or before after the Cut-off Date). Copies , (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan for the benefit of the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan Purchase Agreementor the Mortgaged Properties related thereto, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the (iv) all documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described contained in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Files with respect to the Mortgage Loan Documents Loans, (v) all amounts held for the related Mortgage Loans after Trust in the delivery thereof by Certificate Account, (vi) all rights under the Depositor to CIT Purchase Agreements, and (vii) all proceeds in any way derived from any of the Custodians as more particularly set forth thereinforegoing. Notwithstanding anything to the contrary contained herein, the The parties hereto acknowledge intend that the functions conveyance of the Trustee with respect to the custodyCompany's right, acceptance, inspection title and release of the Mortgage Files, including, but not limited to certain insurance policies interest in and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of Loans pursuant to this Agreement shall constitute an absolute sale. The "purchase price" for the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred shall be an amount equal to $500,068,599.83. Such purchase price shall be payable in immediately available funds on the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Closing Date.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to (a) the Trustee, an executed copy of the Mortgage Loan Purchase AgreementAgreement and (b) to the Master Servicer and the Trustee, an executed copy of the Servicing Agreement and the Assignment Agreements and the Interim Servicing Agreements are attached heretoAgreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004).

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial AgreementAgreements) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. AxxXxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code AxxXxx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers related Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicers an executed copy of the Mortgage Loan Purchase Agreement, the WFHM Assignment Agreements Agreement and the Interim WFHM Servicing Agreements are attached heretoAgreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicers and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originators to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their respective obligations under this Agreement or under the WFHM Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Mortgage Loan Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Mortgage Loan Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignsells, assigns, sets over and otherwise conveys, or shall request or cause to be transferred, sold, assigned, set over and otherwise convey to the Trustee, on behalf of the Trustconveyed, without recourse, for good and valuable consideration, to the benefit of the CertificateholdersTrustee, all the right, title and interest of the Depositor, including any security interest therein for Sponsor and the benefit of the Depositor, Warehouse Trusts in and to the each Initial Mortgage Loans identified Loan, including all right, title and interest in and to principal collected and interest accruing on the each such Initial Mortgage Loan Scheduleon and after the Initial Cut-Off Date and all right, the rights of the Depositor under the title and interest in and to all Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment Insurance Policies and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest the Trust for the benefit of Owners and principal received the Certificate Insurer. The transfer of the Initial Mortgage Loans set forth on the Schedule of Mortgage Loans to the Trustee is absolute and is intended by the DepositorOwners and all parties hereto to be treated as a sale by the Sponsor or the Warehouse Trusts. (b) The Sponsor agrees to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Owners' and the Certificate Insurer's interests in each Mortgage Loan and the proceeds thereof (including, without limitation, the Servicers filing of all necessary continuation statements for the UCC-1 financing statements filed in the appropriate jurisdictions (which shall have been filed within 90 days of the Startup Day or the Subsequent Transfer Date, as the case may be)) and to file in the Interim Servicers on appropriate jurisdictions any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of the debtor or the filing of any additional UCC-1 financing statements due to a change in the principal office of the debtor (within 90 days of any event necessitating such filing). (c) In connection with respect to the Mortgage Loans (other than payments of principal transfer and interest due on such Mortgage Loans on or before the Cut-off Date). Copies assignment of the Mortgage Loan Purchase AgreementLoans, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver Sponsor agrees to, and deposit with the applicable Custodian pursuant : (i) cause to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver delivered to the Trustee, without recourse, no later than the DepositorStartup Day or any Subsequent Transfer Date or date on which a Qualified Replacement Mortgage is transferred, each Serviceras applicable, the Sponsor and the Insurer certifications (items listed in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the definitions of "Advanta Mortgage Loan Documents for the related Files" and "Conduit Mortgage Loans after the delivery thereof by the Depositor to the Custodians Files," as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge appropriate; provided that the functions assignments of mortgage listed in such definitions shall be delivered to the Trustee with respect to the custody, acceptance, inspection and release Designated Advanta Mortgage Files within 75 Business Days of the Startup Day, any Subsequent Transfer Date or date on which a Qualified Replacement Mortgage Filesis transferred, includingas applicable. (ii) cause, but not limited within 75 Business Days following the Startup Day, any Subsequent Transfer Date or date on which a Qualified Replacement Mortgage is transferred, as applicable, the assignments of Mortgage to certain insurance policies and documents contemplated by Section 4.11 be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of this Agreement, and preparation and delivery of or purchasers from the certifications shall be performed by the Custodians pursuant related Originator to the terms Trustee; provided, however, that, for administrative convenience and conditions facilitation of the Custodial Agreements. The Depositor servicing and to reduce closing costs, assignments of mortgage shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents not be required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.submitted for

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer a copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004).

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with by the execution and delivery hereofof this Agreement, does hereby transfersell, assign, set over over, and otherwise convey to the Trustee, on behalf of the Trust, without recourserecourse (except as expressly provided herein), for all of its right, title and interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and under the benefit Mortgage Loans and the other related Transferred Property purchased by the Depositor from the Seller pursuant to the Purchase Agreement; provided, however, that the Trust does not assume any obligations (including any obligations to fund Draws) arising under or related to the Related Documents. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances relating to the Mortgage Loans, as of the CertificateholdersClosing Date and (2) with respect to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Depositor of consideration therefor as provided herein under Section 3.02(c). (b) The Depositor hereby assigns to the Trust all of the Depositor's right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in to and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, including without limitation the Depositor's right to enforce the obligations of the other parties thereto thereunderSeller thereunder (including the Seller's obligation to repurchase Mortgage Loans as the result of a breach of the Seller's representations and warranties in the Purchase Agreement). (c) In connection with the conveyance by the Depositor of the Mortgage Loans, the right Depositor further agrees, at its own expense, on or prior to any Net Swap Payment the Closing Date, to indicate in its books and any Swap Termination Payment records that the Mortgage Loans have been sold to the Trust pursuant to this Agreement, and to deliver to the Trust true and complete lists of all of the Mortgage Loans specifying for each Mortgage Loan the information contained in the Mortgage Loan Schedule. The Mortgage Loan Schedule is attached as Exhibit A to the Servicing Agreement and is hereby incorporated into and made by a part of this Agreement. (d) Upon the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by sale of the DepositorMortgage Loans, the Servicers ownership of each related Loan Agreement, each related Mortgage and the Interim Servicers on or contents of the related Mortgage File shall be vested in the Trust and the ownership of all records and documents with respect to the Mortgage Loans (other than payments that are prepared by or that come into the possession of principal the Depositor, as seller of the Mortgage Loans hereunder or by the Servicer under this Agreement shall immediately vest in the Trust, and shall be retained and maintained in trust by the Indenture Trustee and the Servicer at the will of the Trust, in such custodial capacity only; provided, however, that any records and documents that come into the possession of the Depositor shall be promptly delivered to the Servicer. The Depositor's records will accurately reflect the sale of the Mortgage Loans by it to the Trust. The Trust hereby acknowledges its acceptance of all right, title and interest due on such to the property conveyed to it pursuant to this Section 3.01. (e) The parties hereto intend that the transactions set forth herein constitute a sale, including for accounting purposes, by the Depositor to the Trust of the Depositor's right, title and interest in and to the Mortgage Loans on and the other Transferred Property, and not a secured borrowing. In the event the transactions set forth herein are deemed not to be a sale, the Depositor hereby grants to the Trust a security interest in all of the Depositor's right, title and interest, whether now owned or before hereafter acquired, in, to and under the Cut-off Date)Transferred Property to secure all of the Depositor's obligations hereunder, and this Agreement shall and hereby does constitute a security agreement under applicable law. Copies Each of the Mortgage Loan Purchase Schedules is hereby incorporated by reference and made a part of this Trust Agreement. The Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the Assignment Agreements authorization and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents filing of any continuation statements with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects UCC financing statements filed with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof and other Transferred Property by the Depositor on the Closing Date, if any, and any amendments thereto required to reflect a change in the name or corporate structure of the Depositor or the filing of any additional UCC financing statements due to the Custodians as more particularly set forth therein. Notwithstanding anything to change in the contrary contained herein, the parties hereto acknowledge that the functions principal office or jurisdiction of organization of the Trustee with respect Depositor as are necessary to perfect and protect the custody, acceptance, inspection Trust' and release of its assignees' interests in the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial AgreementsTransferred Property. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for file any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, continuation statements on a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004timely basis.

Conveyance of the Mortgage Loans. The DepositorIn consideration of the purchase price of the Mortgage Loans, concurrently with subject to the conditions set forth in Section 2.03, on the Closing Date, the Company shall, and by execution and delivery hereofof this Agreement hereby does, does hereby sell, transfer, assignassign absolutely, set over and otherwise convey to the TrusteeTrustee without recourse, except for the terms of this Agreement, on behalf of the Trust, without recourse, for Trust and the benefit Trustee on behalf of the CertificateholdersTrust shall, and by execution of this Agreement hereby does, purchase (i) all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Company in and to the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation limitation, any related Mortgages and Notes, the right to enforce the obligations Seller's interest in any related Mortgaged Property which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the other parties thereto thereunder)conversion thereof, the right to any Net Swap Payment voluntary or involuntary, and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers Company on or with respect to the Mortgage Loans on and after the Cut-off Date (other than payments exclusive of principal and interest due on such Mortgage Loans on or before and payable prior to the Cut-off Date). Copies , (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan for the benefit of the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan Purchase Agreementor the Mortgaged Properties related thereto, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the (iv) all documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described contained in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Files with respect to the Mortgage Loan Documents Loans, (v) all amounts held for the related Mortgage Loans after Trust in the delivery thereof by Certificate Account, (vi) all rights under the Depositor to CIT Purchase Agreements, and (vii) all proceeds in any way derived from any of the Custodians as more particularly set forth thereinforegoing. Notwithstanding anything to the contrary contained herein, the The parties hereto acknowledge intend that the functions conveyance of the Trustee with respect to the custodyCompany's right, acceptance, inspection title and release of the Mortgage Files, including, but not limited to certain insurance policies interest in and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of Loans pursuant to this Agreement shall constitute an absolute sale. The "purchase price" for the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred shall be an amount equal to $341,424,511.24. Such purchase price shall be payable in immediately available funds on the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Closing Date.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfers, assigns, sets over and otherwise conveys without recourse, to the Issuer, all right, title and interest of the Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Seller on the Closing Date, all right, title and interest in and to principal and interest due on each such Mortgage Loan after the Cut-Off Date (other than payments of principal due and interest accrued on or before the Cut-Off Date) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. The transfer by the Seller of the Initial Mortgage Loans set forth on the Schedules of Mortgage Loans and the Subsequent Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. Pursuant to the Indenture, the Issuer will pledge the Trust Estate to the Indenture Trustee to be held on behalf of the Owners of the Notes. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Issuer and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 2.8 and any Subsequent Transfer Agreement is deemed to be a loan, the parties intend that the Seller shall be deemed to have granted to the Issuer a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Mortgage Note and the File, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Issuer, the Seller has filed, in the appropriate office or offices in the States of California and Delaware, a UCC-1 financing statement executed by the Seller as debtor, naming the Issuer as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Issuer as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Issuer. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Issuer's and the Owners' interests in the Mortgage Loans and the related Files. In connection with the pledge of the Trust Estate by the Issuer to the Indenture Trustee, on behalf of the Owners of the Notes, the Issuer has filed, in the appropriate office or offices in the State of Delaware, a UCC-1 Financing Statement executed by the Issuer as debtor, naming the Indenture Trustee, on behalf of the Owners of the Notes, as the secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. In connection with such filing, the Issuer agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Indenture Trustee's interest in the Trust Estate on behalf of the Owners of the Notes. (b) In connection with the transfer and assignment of the Mortgage Loans, the Seller agrees to: (i) cause to be delivered, on or prior to the Closing Date (except as otherwise stated below) without recourse to the Custodian, on behalf of the Indenture Trustee, on the Closing Date with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Mortgage Notes or certified copies thereof, endorsed without recourse by the related Originator, "Pay to the order of ______________________________, without recourse" or"Pay to the order of The Chase Manhattan Bank, as Indenture Trustee for the First Alliance Fixed Rate Mortgage Loan Asset Backed Notes, Series 1998-1F, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the"(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the endorsement must be by the"(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian, on behalf of the Indenture Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian, on behalf of the Indenture Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Originator indicating that such Mortgage has been delivered for recording; (e) the original assignment of Mortgage for each Mortgage Loan conveying the Mortgage to"The Chase Manhattan Bank, as Indenture Trustee of the First Alliance Fixed Rate Mortgage Loan Asset Backed Notes, Series 1998-1F," which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Closing Date, with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the"(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the"(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as soon as possible but no more than 75 Business Days following the Closing Date, with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Custodian, on behalf of the Indenture Trustee, copies of all Mortgage assignments submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the related Originator (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans relating to Properties located in the states of Arizona, California, Colorado, District of Columbia, Georgia, Idaho, Illinois, Maryland, Massachusetts, Ohio, Oregon, Pennsylvania, Virginia and Washington an Originator shall not be required to record an assignment of a Mortgage if the Seller furnishes to the Indenture Trustee and the Note Insurer, on or before the Closing Date with respect to the Initial Mortgage Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Seller's expense, the Assignment Opinions for the relevant jurisdictions which opine that recording is not necessary to perfect the rights of the Indenture Trustee in the related Mortgage (in form satisfactory to the Note Insurer, Xxxxx'x and Standard & Poor's); provided further, however, notwithstanding the delivery of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Note Insurer to so record such assignments (such instructions shall be given by the Note Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Custodian, on behalf of the Indenture Trustee shall make an immediate demand on the Seller to cause such Mortgage assignments to be prepared and shall inform the Note Insurer of the Seller's failure to cause such Mortgage assignments to be prepared. Thereafter, the Custodian and the Indenture Trustee shall cooperate in executing any documents prepared by the Note Insurer and submitted to the Custodian and the Indenture Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Closing Date with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Seller shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf of the Indenture Trustee. All recording required pursuant to this Section 2.5 shall be accomplished at the expense of the Originators or of the Seller. Notwithstanding anything to the contrary contained in this Section 2.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, on behalf of the Indenture Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Custodian, on behalf of the Indenture Trustee shall be kept in the related File. (c) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Closing Date, the Seller, in lieu of the foregoing, will deliver within 15 Business Days after the Closing Date to the Indenture Trustee a certification of an Authorized Officer in the form set forth in Exhibit B. (d) The Seller shall transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Issuer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified Custodian, on the Mortgage Loan Schedule, the rights behalf of the Depositor under the Mortgage Loan Purchase AgreementIndenture Trustee, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations on behalf of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made Issuer by the Swap Provider Seller pursuant to Section 2.4 or Section 2.6 hereof and all other assets included or its right, title and interest to be included principal and interest due on such Qualified Replacement Mortgage after the applicable Replacement Cut-Off Date; provided, however, that the Seller shall reserve and retain all right, title and interest in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before and prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (e) As to each Mortgage Loan as described under Section 2 released from the lien of the related Custodial Agreement (Indenture in connection with the “conveyance of a Qualified Replacement Mortgage therefor, the Custodian, on behalf of the Indenture Trustee will transfer, assign, set over and otherwise convey without recourse, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Issuer's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Issuer shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan on and prior to the applicable Replacement Cut-Off Date. (f) In connection with such delivery any transfer and as further described in assignment of a Qualified Replacement Mortgage to the Custodial AgreementsIssuer, the Custodians will Seller agrees to cause to be required to review such Mortgage Loan Documents and deliver delivered to the Custodian, on behalf of the Indenture Trustee, the Depositor, items described in Section 2.5(b) on the date of such transfer and assignment or if a later delivery time is permitted by Section 2.5(b) then no later than such later delivery time. (g) As to each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return released from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur Trust in connection with performing their obligations under this Agreement or under the Servicing Agreementconveyance of a Qualified Replacement Mortgage the Custodian, as applicable. The Mortgage Loans permitted by on behalf of the terms Indenture Trustee, shall deliver on the date of this Agreement to be included in conveyance of such Qualified Replacement Mortgage, and on the Trust are limited to order of the Seller (i) the original Mortgage Loans (which Note, or the Depositor acquired pursuant certified copy, relating thereto, endorsed without recourse, to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, Seller and (ii) Qualified Substitute such other documents as constituted the File with respect thereto. (h) If a Mortgage Loans (whichassignment is lost during the process of recording, by definition as set forth herein and referred or is returned from the recorder's office unrecorded due to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warrantiesa defect therein, the representation Seller shall prepare a substitute assignment or cure such defect,as the case may be, and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan thereafter cause each such assignment to be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004duly recorded.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originators to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Mortgage Loan Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Mortgage Loan Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers related Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicers an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicers and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Seller to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their respective obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, assign, set over convey and otherwise convey assign to the TrusteeTrust, on behalf of the TrustHolders of the Bonds and the Certificates, without recourse, for the benefit of the Certificateholders, all the its right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan ScheduleLoans, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes including all interest and principal received by the Depositor, the Servicers and the Interim Servicers 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 such the Mortgage Loans on or before the related Cut-off Date or Subsequent Cut-off Date). Copies In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under (i) the Mortgage Loan Purchase Agreement, the Assignment Agreements Sale and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant Contribution Agreement to the related Custodial Agreement extent of the documents with respect to each Initial Mortgage Loans and (ii) the Subsequent Mortgage Loan as described under Section 2 Sale and Contribution Agreement to the extent of the related Custodial Agreement (the “Subsequent Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereonLoans. In addition, the Depositor hereby assigns to the Trust all of its right, title and interest in, to, and under the Custodial Agreements Derivative Contracts and the Depositor will be required to cure certain defects with respect to Special Certificate Cap Contract. The conveyance of the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians 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 more particularly Holder, and the Depositor has no present intention of selling any of the Certificates. Accordingly, at the time of the transaction set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that Depositor will retain without interruption, through the functions ownership of the Trustee Certificates, the economic benefits associated with respect to the custody, acceptance, inspection and release ownership of the Mortgage FilesLoans as well as the economic burdens associated with such ownership, including, but not limited subject to certain insurance policies the lien of the Indenture and documents subject to this Agreement. If the transactions contemplated by Section 4.11 of this AgreementTrust 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 preparation and delivery of the certifications this Trust Agreement shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations constitute a security agreement under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004applicable law.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer and the Servicing Agreement on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the related Servicer and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignassigns, set sets over and otherwise convey to the Trustee, on behalf of the Trust, conveys without recourse, to the Trustee for the benefit of the CertificateholdersOwners of the Certificates and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans identified delivered by the Seller on the Startup Day, all right, title and interest in and to principal and interest (including prepaid interest) due on each such Initial Mortgage Loan Schedule, after the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans Cut-Off Date (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Off Date)) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. Copies The transfer by the Seller of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loan Purchase AgreementLoans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Trust and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.9 and any Subsequent Transfer Agreement is deemed to be a loan, the Assignment Agreements parties intend that the Seller shall be deemed to have granted to the Trustee a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Note and the Interim Servicing Agreements are attached heretoFile, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Trustee, the Seller has filed, in the appropriate office or offices in the State of California, a UCC-1 financing statement executed by the Seller as debtor, naming the Trustee as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignmentassignment of the Mortgage Loans, the Depositor does hereby deliver Seller agrees to: (i) cause to be delivered, and deposit with the applicable Custodian pursuant on or prior to the related Custodial Agreement Startup Day (except as otherwise stated below) without recourse to the documents Custodian, on behalf of the Trustee, on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes, endorsed without recourse by the related Originator "Pay to the order of _____________, without recourse" or "Pay to the order of The Chase Manhattan Bank, as described trustee for the First Alliance Mortgage Loan Trust 1999-4, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under Section 2 another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian, on behalf of the Trustee, forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Custodian, on behalf of the Trustee, forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Custodial Agreement Originator indicating that such Mortgage has been delivered for recording; (e) the “original assignment of Mortgage for each Mortgage Loan Documents”conveying the Mortgage from the Seller to "The Chase Manhattan Bank, as Trustee of the First Alliance Mortgage Loan Trust 1999-4, without recourse," which assignment shall be in form and substance acceptable for recording in the state or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, a recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, the assignment of Mortgage must be by the "(related Originator). In connection , successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage may be made by blanket assignments for Mortgage Loans covering mortgaged properties situated within the same county or other permitted governmental subdivision); and (f) evidence of title insurance with such delivery and respect to the mortgaged property in the form of a binder or commitment. (ii) except with respect to Mortgage Loans covered by opinions of counsel delivered in the manner set forth below ("Assignment Opinions"), cause, as further soon as possible but no more than 75 Business Days following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Originators to deliver to the Custodian, on behalf of the Trustee, copies of all Mortgage assignments described in Section 3.6(b)(i)(e) above submitted for recording, together with a list of (x) all Mortgages for which no Mortgage assignment has yet been submitted for recording by the Custodial Agreementsrelated Originator and (y) reasons why the related Originator has not yet submitted such Mortgage assignments for recording; provided, however, that with respect to Mortgage Loans relating to Properties located in the Custodians will states of Arizona, California, Colorado, District of Columbia, Georgia, Idaho, Illinois, Maryland, Massachusetts, Ohio, Oregon, Pennsylvania, Virginia and Washington, an Originator shall not be required to review such record an assignment of a Mortgage Loan Documents and deliver if the Seller furnishes to the Trustee, the Depositor, each Servicer, the Sponsor Custodian and the Insurer certifications (in Certificate Insurer, on or before the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Startup Day with respect to the Initial Mortgage Loan Documents Loans, or on each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, at the Seller's expense, the Assignment Opinions for the relevant jurisdictions, which opine that recording is not necessary to perfect the rights of the Trustee in the related Mortgage Loans after (in form satisfactory to the Certificate Insurer, Moody's and Standard & Poor's); provided further, however, notwithstanding the delivery thereof of any legal opinions, each assignment of mortgage shall be recorded upon the earliest to occur of: (i) the instructions by the Depositor Certificate Insurer to so record such assignments (such instructions shall be given by the Certificate Insurer using reasonable discretion) or (ii) the occurrence of an Event of Servicing Termination. With respect to any Mortgage assignment set forth on the aforementioned list which has not been submitted for recording for a reason other than a lack of original recording information or with respect to Mortgages not covered by the Assignment Opinions, the Trustee (after receiving written notification from the Custodian) shall make an immediate demand on the Seller to cause such Mortgage assignments to be prepared and shall inform the Certificate Insurer of the Seller's failure to cause such Mortgage assignments to be prepared. Thereafter, the Custodian, on behalf of the Trustee, shall cooperate in executing any documents prepared by the Certificate Insurer and submitted to the Custodians as more particularly set forth thereinCustodian and the Trustee in connection with this provision. Following the expiration of the 75-Business Day period following the Startup Day with respect to the Initial Mortgage Loans, or within 75 Business Days of each Subsequent Transfer Date with respect to the Subsequent Mortgage Loans and except with respect to Mortgages covered by the Assignment Opinions, the Seller shall cause to be prepared a Mortgage assignment for any Mortgage for which original recording information is subsequently received by the related Originator and shall promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf of the Trustee. All recording required pursuant to this Section 3.6 shall be accomplished at the expense of the Originators or of the Seller. Notwithstanding anything to the contrary contained hereinin this Section 3.6, in those instances where the public recording office retains the original Mortgage, the parties hereto acknowledge that assignment of a Mortgage or the functions of the Trustee with respect to the custody, acceptance, inspection and release intervening assignments of the Mortgage Filesafter it has been recorded, includingthe Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery on behalf of the certifications Trustee, of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Custodian, on behalf of the Trustee, shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included kept in the related File. (c) In the case of Initial Mortgage File at Loans which have been prepaid in full on or after the same time Cut-Off Date and prior to the originals or certified copies thereof are Startup Day, the Seller, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit D. (d) The Seller shall transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Seller in and to any Qualified Replacement Mortgage delivered to the Trustee Custodian, on behalf of the Trustee, on behalf of the Trust by the Seller pursuant to Section 3.5 or CustodiansSection 3.7 hereof and all its right, title and interest to principal and interest due on such documents including Qualified Replacement Mortgage after the mortgagee policy applicable Replacement Cut-Off Date; provided, however, that the Seller shall reserve and retain all right, title and interest in and to payments of title insurance principal and any interest due on such Qualified Replacement Mortgage on and prior to the applicable Replacement Cut-Off Date. (e) As to each Mortgage Loan Documents upon return released from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur Trust in connection with performing their obligations under this Agreement the conveyance of a Qualified Replacement Mortgage therefor, the Trustee will transfer, assign, set over and otherwise convey without recourse, on the Seller's order, all of its right, title and interest in and to such released Mortgage Loan and all the Trust's right, title and interest to principal and interest due on such released Mortgage Loan after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal and interest due on such released Mortgage Loan after the related Cut-Off Date or under the Servicing AgreementSubsequent Cut-Off Date, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant , but on and prior to the applicable Replacement Cut-Off Date. (f) In connection with any transfer and assignment of a Qualified Replacement Mortgage Loan Purchase Agreementto the Custodian, which contains, among other representations and warranties, a representation and warranty on behalf of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004Trustee, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Seller agrees to cause to be delivered to the Custodian, on behalf of the Trustee, the items described in Section 3.6(b) on the date of such transfer and agree that it assignment or if a later delivery time is not intended that any permitted by Section 3.6(b) then no later than such later delivery time. (g) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Custodian, on behalf of the Trustee, shall deliver on the date of conveyance of such Qualified Replacement Mortgage, and on the order of the Seller (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Seller and (ii) such other documents as constituted the File with respect thereto. (h) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Seller shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004, as defined in and thereafter cause each such assignment to be duly recorded. (i) The Seller shall reflect on its records that the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in Mortgage Loans have been sold to the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004Trust.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the rights of the Depositor under the Cap Contracts, the right to any payments made by the Cap Counterparty under the Cap Contracts, the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers Depositor and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies A copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are Agreement is attached hereto. hereto as Exhibit F. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Servicers and the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents relating to Mortgage Loans serviced by such Servicer and required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Neither Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers each Servicer to be reimbursed for any such costs the Servicers it may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSponsor, concurrently with the execution and delivery hereof, does and on behalf of the Conduit Acquisition Trust, hereby transfers, sells, assigns, sets over and otherwise conveys without recourse, to the Trustee, all right, title and interest of the Sponsor and the Conduit Acquisition Trust in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans delivered by the Sponsor on the Startup Day. Each of the Sponsors and the Conduit Acquisition Trust will convey all right, title and interest in and to principal collected and interest accruing on each such Initial Mortgage Loan on and after the Cut-Off Date and all of its right, title and interest in and to all Insurance Policies and any other assets included or to be included in the Trust for the benefit of Owners and the Certificate Insurer. The transfer by the Sponsor and the Conduit Acquisition Trust of the Initial Mortgage Loans set forth on the Schedule of Initial Mortgage Loans to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Sponsor and the Conduit Acquisition Trust. (b) The Sponsor agrees to take or cause to be taken such actions and execute such documents (including, without limitation, the filing of all necessary continuation statements for the UCC-1 financing statements filed in the State of New York (which shall have been filed within 90 days of the Startup Day or the Subsequent Transfer Date, as the case may be) describing the Mortgage Loans and naming the Sponsor and the Conduit Acquisition Trust, as applicable, as debtor and the Trustee as the secured party and any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of the debtor or the filing of any additional UCC-1 financing statements due to a change in the principal officer of the debtor (within 90 days of any event necessitating such filing) as are necessary to perfect and protect the Certificateholders' and the Certificate Insurer's interests in each Mortgage Loan and the proceeds thereof. (c) In connection with the transfer and assignment of the Mortgage Loans, the Sponsor agrees to: (i) cause to be delivered, on the Startup Day, or any Subsequent Transfer Date, as applicable, without recourse, to the Trustee the items listed in the definitions of "Advanta Mortgage Files" and "Conduit Mortgage Files," as appropriate; provided that the assignments of mortgage listed in clause (e) of Exhibit B hereto shall be delivered to the Trustee with respect to the Designated Advanta Mortgage Files within 75 Business Days of the Startup Day, or any Subsequent Transfer Date, as applicable. Notwithstanding the foregoing, with respect to the Initial Mortgage Loans, to the extent (ii) cause, within 75 Business Days following the Startup Day, or any Subsequent Transfer Date, as applicable, the assignments of Mortgage to be submitted for recording in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of or purchasers from the related Originator to the Trustee; provided, however, that, for administrative convenience and facilitation of servicing and to reduce closing costs, assignments of mortgage shall not be required to be submitted for recording with respect to any Mortgage Loan which relates to an Advanta Mortgage File only if the Trustee, the Certificate Insurer and each Rating Agency has received an Opinion of Counsel, satisfactory in form and substance to the Certificate Insurer and to each Rating Agency, to the effect that the recordation of such assignments in any specific jurisdiction is not necessary to protect the Trustee's interest in the related Mortgage. All recording required pursuant to this Section 3.5 shall be accomplished at the expense of the Originators or of the Sponsor. Notwithstanding anything to the contrary contained in this Section 3.5, in those instances where the public recording office retains the original Mortgage, the assignment of a Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee of a copy of such Mortgage, such assignment or assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Copies of all Mortgage assignments received by the Trustee shall be kept in the related file. Such assignments of mortgage shall, in addition to the requirements specified in Exhibit B, be in recordable form. On or before the Startup Day, the Sponsor shall deliver to the Trustee original executed powers of attorney, from the current recordholders of the related Mortgage substantially in the form of Exhibit H, authorizing the Master Servicer on behalf of the Trustee to record the assignments of mortgage as provided in clause (ii) above. Pursuant to such power of attorney, the Trustee also may execute a new assignment of mortgage for any Mortgage Loan if the original assignment of mortgage delivered by the Sponsor to the Trustee is not in recordable form at such time as the assignment of mortgage is to be recorded by the Trustee. (d) In the case of Mortgage Loans which have been prepaid in full on or after the Cut-Off Date and prior to the Startup Day, or on or after any Subsequent Cut-Off Date and prior to the related Subsequent Transfer Date, as the case may be, the Sponsor, in lieu of the foregoing, will deliver within 15 Business Days after the Startup Day, to the Trustee a certification of an Authorized Officer in the form set forth in Exhibit C. (e) The Sponsor (or the Conduit Acquisition Trust or an affiliate of the Sponsor) shall transfer, sell, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for to the benefit of the Certificateholders, Trustee all the right, title and interest of the Depositor, including any security interest therein for Sponsor (or the benefit Conduit Acquisition Trust or of the Depositor, such affiliate) in and to any Qualified Replacement Mortgage delivered to the Mortgage Loans identified on the Mortgage Loan ScheduleTrustee pursuant to Section 3.3, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider Section 3.4 or Section 3.6 hereof and all other assets included its right, title and interest to principal collected and interest accruing on such Qualified Replacement Mortgage on and after the applicable Replacement Cut-Off Date; provided, however, that the Sponsor (or the Conduit Acquisition or such affiliate) shall reserve and retain all right, title and interest in and to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Qualified Replacement Mortgage Loans on or before prior to the applicable Replacement Cut-off Off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect . (f) As to each Mortgage Loan as described under Section 2 released from the Trust in connection with the conveyance of a Qualified Replacement Mortgage therefor, the related Custodial Agreement (Trustee will transfer, sell, assign, set over and otherwise convey without recourse, on the “Sponsor's order, all of its right, title and interest in and to such released Mortgage Loan Documents”). and all the Trust's right, title and interest to principal collected and interest accruing on such released Mortgage Loan on and after the applicable Replacement Cut-Off Date; provided, however, that the Trust shall reserve and retain all right, title and interest in and to payments of principal collected and interest accruing on such released Mortgage Loan prior to the applicable Replacement Cut-Off Date. (g) In connection with such delivery any transfer and as further described in the Custodial Agreements, the Custodians will be required assignment of a Qualified Replacement Mortgage to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand Trust, the Sponsor agrees to cause to be delivered to the Trustee the items described in Section 3.5(b) on the date of such transfer and agree that it assignment or, if a later delivery time is not intended that any permitted by Section 3.5(b), then no later than such later delivery time. (h) As to each Mortgage Loan be included in released from the Trust that in connection with the conveyance of a Qualified Replacement Mortgage the Trustee shall deliver on the date of conveyance of such Qualified Replacement Mortgage and on the order of the Sponsor (i) the original Note, or the certified copy, relating thereto, endorsed without recourse, to the Sponsor and (ii) such other documents as constituted the File with respect thereto. (i) If a Mortgage assignment is lost during the process of recording, or is returned from the recorder's office unrecorded due to a “High-Cost Home Loan” as defined in defect therein, the New Jersey Home Ownership Act effective November 27, 2003Sponsor shall prepare a substitute assignment or cure such defect, as defined in the New Mexico Home Loan Protection Act effective January 1case may be, 2004and thereafter cause each such assignment to be duly recorded. (j) The Sponsor shall cause to be reflected on the records of the Conduit Acquisition Trust that the Mortgage Loans have been sold to the Trust. (k) To the extent that the ratings, as defined in if any, then assigned to the Massachusetts Predatory Home Loan Practices Actunsecured debt of the Sponsor or of the Sponsor's ultimate corporate parent are satisfactory to the Control Party, effective November 7Standard & Poor's and Moody's, 2004 then any of the Document Delivery Requirements described above may be waived by an instrument signed by the Control Party, Standard & Poor's, and Moody's (Mass. Axx. Laws Ch. 183Cor any documents theretofore delivered to the Trustee returned to the Sponsor) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.on such

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and Servicer or the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to (a) the Trustee and the Servicer, an executed copy of the Mortgage Loan Purchase Agreement, Agreement and (b) to the Assignment Agreements Master Servicer and the Interim Servicing Agreements are attached heretoTrustee, an executed copy of each Assignment Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.11, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee, on behalf of the Trust, Trustee without recourse, recourse for the benefit of the Certificateholders, Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), (v) all other assets included or to be included in the right to Trust Fund, (vi) any Net Swap Payment and any Swap Termination Payment made paid by the Swap Provider and deposited into the Swap Account, (vii) the Net WAC Rate Carryover Reserve Account, (viii) any payments received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement and deposited into the Swap Account, (ix) the amounts in the Collection Account, the Distribution Account and the Swap Account, and (x) all other assets included or to be included in REMIC I. proceeds of any of the foregoing. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor Depositor, does hereby deliver to, and deposit with Xxxxx Fargo Bank, N.A., as the applicable Custodian pursuant to designated agent of the related Custodial Agreement Trustee (the “Custodian”), the following documents or instruments with respect to each Mortgage Loan so transferred and assigned: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: “Pay to the order of HSBC Bank USA, National Association, as described under Section 2 Trustee, without recourse”, or with respect to any lost Mortgage Note, an original Lost Note Affidavit substantially in the form of Exhibit H stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related Custodial Agreement mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance, as applicable, of which is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment. The Mortgage shall be assigned either (A) in blank or (B) to “HSBC Bank USA, National Association, as Trustee, without recourse”; (iv) an original of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender’s title insurance policy; (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vii) any additional documents included in the definition of “Mortgage Loan DocumentsFile”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required The Custodian agrees to review such Mortgage Loan Documents execute and deliver to the TrusteeDepositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto. (b) If any of the documents referred to in Section 2.01(a)(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 Depositorobligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, of a copy of each such document certified by the Servicer, the Sponsor and the Insurer certifications (in its capacity as Originator, in the forms attached 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 Servicer, in its capacity as Originator, delivery to the Custodial AgreementTrustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(a)(v) above, the Servicer, in its capacity as Originator, shall deliver or cause to be delivered to the Trustee or the Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company or an original attorney’s opinion of title, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Servicer or the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian promptly upon receipt thereof any other documents constituting a part of a Mortgage File received with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the any Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage FilesLoan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Servicer, in its capacity as Originator, shall have 120 days to certain insurance policies and documents contemplated by cure such defect or deliver such missing document to the Trustee or the Custodian. If the Originator does not cure such defect or deliver such missing document within such time period, the Servicer, in its capacity as Originator, shall either repurchase or substitute for such Mortgage Loan in accordance with Section 4.11 of this Agreement, and preparation and delivery 2.03. The Depositor (at the expense of the certifications Servicer, in its capacity as Originator) shall cause the Assignments which were delivered in blank to be performed by the Custodians pursuant completed and shall cause all Assignments referred to in Section 2.01(iii) hereof and, to the terms and conditions of the Custodial Agreementsextent necessary, in Section 2.01(iv) hereof to be recorded. The Depositor shall deliver or cause the related originator be required to deliver such Assignments for recording within 90 days of the Closing Date. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the related Servicer copies Assignments of all trailing documents Mortgage shall not be required to be included submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee and the Depositor receive notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted for recording by the Depositor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 8.02 hereof, (v) if the Originator is not the Servicer and with respect to any one Assignment the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage File at and (vi) any Mortgage Loan that is 90 days or more Delinquent and such recordation would be necessary to facilitate conversion of the same time Mortgaged Property in accordance with Section 3.13. Upon (a) receipt of written notice from the originals Trustee that recording of the Assignments is required pursuant to one or certified copies thereof are more of the conditions (excluding (v) and (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (v) or (vi) in the preceding sentence, the Depositor shall be required to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of such notice. Notwithstanding the foregoing, if the Originator fails to pay the cost of recording the Assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust. To the extent not previously delivered to the Trustee by the Depositor, the Depositor shall furnish the Trustee, or Custodiansits designated agent, with a copy of each Assignment submitted for recording. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Depositor shall promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. The Servicer shall forward to the Custodian original documents including the mortgagee policy evidencing an assumption, modification, consolidation or extension of title insurance and any Mortgage Loan Documents upon return from entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, an Officers’ Certificate of the Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known and (D) specify the date the applicable recorded document is expected to be delivered to the Custodian, and, upon receipt of a copy of such document certified by the public recording office, the Servicer shall immediately deliver such document to the Custodian. In the event the appropriate public recording office will not certify as to the accuracy of such document, the Servicer shall deliver a copy of such document certified by an officer of the Servicer to be a true and complete copy of the original to the Custodian. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust parties hereto understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “Highhigh-Cost Home Loan” cost home loan as defined in by the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) HOEPA or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) any other applicable predatory or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004abusive lending laws.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements Agreement (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement4.12, and preparation and delivery of the certifications shall be performed by the Custodians Custodian pursuant to the terms and conditions of the Custodial AgreementsAgreement. The Depositor shall deliver or cause the related originator Originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or CustodiansCustodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers Servicer to be reimbursed for any such costs the Servicers Servicer may incur in connection with performing their its obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor Mortgage Loan Seller that no Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor Mortgage Loan Seller that no Qualified Substitute Mortgage Loan is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan mortgage loan be included in the Trust that is a “"High-Cost Home Loan” " as defined in the New Jersey Home Ownership Act effective November 27, 2003, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. The (i) On the Closing Date, pursuant to the “CONVEYANCE” clause on the first page hereof, the Depositor, concurrently with the execution and delivery hereof, does hereby transfersells, assigntransfers, set assigns, sets over and otherwise convey conveys to the Trustee on behalf of the Trust, without recourse (except as otherwise provided herein), all of its right, title and interest of every kind and nature whatsoever, whether now owned and existing or hereafter acquired or arising, in and to property constituting the Trust Estate. The transfer by the Depositor of the Mortgage Loans set forth on the Schedule of Mortgage Loans and the other assets in the Trust Estate to the Trustee is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Depositor for all purposes (including tax, reporting and accounting purposes). (ii) It is the express intent of the parties that the transfer and conveyance of the Trust Estate constitute a sale of the Mortgage Loans and other assets in the Trust Estate conveying good title thereto free and clear of any liens and encumbrances from the Depositor to the Trustee on behalf of the Trust and that the Mortgage Loans and other assets in the Trust Estate not be part of the Depositor's estate in the event of bankruptcy or insolvency or otherwise. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, any or all of the Mortgage Loans and other assets in the Trust Estate conveyed by the Depositor to the Trustee on behalf of the Trust hereunder are held or otherwise determined to have been property of the Depositor or not to have been conveyed to the Trustee in an absolute sale, then (i) this Agreement shall also be deemed to be, and hereby constitutes, a security agreement within the meaning of Article 9 of the UCC; (ii) the conveyance hereunder by the Depositor of the Mortgage Loans set forth on the Schedule of Mortgage Loans and the other assets in the Trust Estate shall be deemed to be, and hereby constitutes, a grant by the Depositor to the Trustee of a first priority security interest in all of the Depositor's right, title and interest in and to such Mortgage Loans and other assets; (iii) the possession by the Trustee or any of its bailees or agents of items of property that constitute goods, instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC; (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law; and (v) the obligations secured by the first priority security interest described in clause (ii) above shall be deemed to include any and all obligations of the Depositor to the Trustee and any and all obligations of the Trustee to the Owners and other Persons pursuant to this Agreement and the other Operative Documents, including any obligation to remit the principal of and interest on the Certificates to the Owners as and when due and any obligation to distribute or remit any other fees, costs, expenses and other amounts required to be distributed or paid under this Agreement or any of the other Operative Documents. Any assignment or other transfer of the rights of the Trustee under any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor covenants that, to the extent consistent with this Agreement, it will take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the terms of this Agreement and the other Operative Documents. The Depositor also covenants not to pledge, assign or grant a security interest in any of the Mortgage Loans to any third party. (b) In connection with the transfer and assignment of the Mortgage Loans, the Depositor agrees to deliver, or cause to be delivered, without recourse to the Custodian on the Closing Date with respect to each such Mortgage Loan: (i) The original Mortgage Note endorsed, “Pay to the order of [ ] without recourse” and signed in the name of the last endorsee by an authorized officer; or in the case of a missing Mortgage Note, a Lost Note Affidavit in blank together with a true and correct copy of the original Mortgage Note. The Mortgage Note shall include all intervening original endorsements showing a complete chain of title from the originator to the last endorsee; (ii) To the extent executed in connection with the related Mortgage Loan, an original power of attorney, or photocopy thereof certified by a Governmental Authority with evidence of recording noted thereon if recordation is required to maintain the lien of the Mortgage or if the document to which such power of attorney relates is required to be recorded, or if recordation is not so required, the original, a certified photocopy or a photocopy of such certified photocopy of any such power of attorney; (iii) To the extent executed in connection with the related Mortgage Loan, the original or a photocopy of any personal endorsement or guaranty agreement; (iv) The original or a photocopy of the original recorded Mortgage (together with a standard adjustable rate mortgage rider, if the Mortgage Loan is an Adjustable Rate Mortgage Loan), with evidence of recording thereon; provided, however, if the original recorded Mortgage is not available because it has been delivered to the applicable recording office, the Depositor shall deliver a legible photocopy of the Mortgage pending recording, certified by the Seller, in lieu of the original recorded Mortgage, and evidence of recording shall be provided in case of any and all original Mortgages or photocopies thereof certified by the Seller; provided, further, if the original Mortgage is available but has not been recorded, the Seller shall deliver a legible photocopy of the original Mortgage, certified by the Seller as a true and correct copy of the original Mortgage (or a photocopy of such certified copy), and shall promptly record such Mortgage in the applicable recording office at the expense of the Depositor; (v) Except with respect to each MERS Designated Mortgage Loan, the original executed assignment of each Mortgage from the Seller, in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by the Seller in a merger or in the event that the Mortgage Loan was acquired or originated by the Seller while doing business under another name, the assignment must be by “[Seller Name], successor in interest to [name of originator or other entity to which the Mortgage has been assigned]” or “[Seller Name], successor in interest to [name of originator or other entity to which the Mortgage Note was endorsed]”, as the case may be; (vi) The original policy of title insurance or a copy thereof, if any (or a preliminary title report, binder or other material described on Exhibit B or Exhibit B-1, as applicable, of the relevant Sale Agreement if the original title insurance policy has not been received from the title insurance company); (vii) Originals of any intervening assignments of the Mortgage, with evidence of recording thereon, necessary to show a complete chain of title from the original mortgagee to the Seller (or MERS with respect to each MERS Designated Mortgage Loan); provided, however, if the original recorded assignments of the Mortgage are not available because they have been delivered to the applicable recording office, the Depositor may deliver a legible photocopy of the assignments of the Mortgage pending recording, certified by the Seller (or a photocopy of such certified copy), in lieu of the original recorded assignment of the Mortgage, and evidence of recording shall be provided in case of any and all original assignments of the Mortgage or photocopies thereof certified by the Seller; provided, further, if the original assignments of the Mortgage are available but have not been recorded, the Seller shall deliver a legible photocopy thereof, certified by the Seller as a true and correct copy of the original assignments of the Mortgage (or a photocopy of such certified copy), and shall promptly record such assignments in the applicable recording office at its expense; and (viii) Originals of all assumption, modification and substitution agreements, if any, or certified copies thereof (or a photocopy containing the same), in either case with evidence of recording noted thereon if recordation is required to maintain the lien of the Mortgage or is otherwise required by applicable Law. (c) The parties acknowledge and agree that, after the transfers described in subsections (a)(i) and (a)(ii) of this Section 3.04, ownership of the entire Trust Estate (including all of the Mortgage Loans and other assets included therein) shall be vested solely and exclusively in the Trustee on behalf of the Trust. Accordingly, the Depositor hereby agrees that it shall take no action inconsistent with the Trustee's ownership, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title Trust Estate and interest shall indicate or shall cause to be indicated in its books and records (including any books and records held on its behalf) that ownership of the Depositor, Trust Estate (including any security interest therein for the benefit all of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received therein) is held by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies of the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements are attached hereto. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the Custodial Agreements, the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree Trust. In addition, the Depositor hereby agrees that it shall respond to any inquiries from third parties with respect to ownership of such assets by stating that it is not intended the owner of such assets and that ownership of such assets is held by the Trustee on behalf of the Trust. (d) If any Mortgage Loan be included has been recorded in the name of MERS, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the applicable Servicer shall take all reasonable actions as are necessary at the expense of the Depositor to cause the Trust that is a “High-Cost Home Loan” to be shown as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in owner of the New Mexico Home related Mortgage Loan Protection Act effective January 1, 2004, as defined in on the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in records of MERS for the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under purpose of the Illinois High Risk Home Loan Act, effective as system of January 1, 2004recording transfers of beneficial ownership of mortgages maintained by MERS.

Conveyance of the Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, Depositor or the Servicers and the Interim Servicers applicable Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). Copies The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase Agreement, the Assignment Servicing Agreements and the Interim Servicing Agreements are attached heretoAssignment Agreements. In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the related Custodial Agreement (the “"Mortgage Loan Documents”"). In connection with such delivery and as further described in the Custodial AgreementsAgreement, the Custodians Custodian will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor Master Servicer and the Insurer Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, the Depositor under the Custodial Agreements the Depositor Agreement will be required have to cure certain defects with respect to the Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004.

Conveyance of the Mortgage Loans. (a) The DepositorSeller, concurrently with the execution and delivery hereof, does hereby transfertransfers, assignassigns, set sets over and otherwise convey to the Trustee, on behalf of the Trust, conveys without recourse, to the Trustee for the benefit of the CertificateholdersOwners of the Certificates and the Certificate Insurer, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, Seller in and to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans identified delivered by the Seller on the Startup Day, all right, title and interest in and to principal and interest (including prepaid interest) due on each such Initial Mortgage Loan Schedule, after the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreements and the Interim Servicing Agreements (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), the right to any Net Swap Payment and any Swap Termination Payment made by the Swap Provider and all other assets included or to be included in REMIC I. Such assignment includes all interest and principal received by the Depositor, the Servicers and the Interim Servicers on or with respect to the Mortgage Loans Cut-Off Date (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Off Date)) and all its right, title and interest in and to all Insurance Policies; provided, however, that the Seller reserves and retains all its right, title and interest in and to principal (including Prepayments) collected and principal and interest due on each Initial Mortgage Loan on or prior to the Cut-Off Date. Copies The transfer by the Seller of the Initial Mortgage Loans and the Subsequent Mortgage Loans set forth on the Schedule of Mortgage Loans is absolute and is intended by the Owners and all parties hereto to be treated as a sale by the Seller. It is intended that the sale, transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loan Purchase AgreementLoans conveying good title thereto free and clear of any liens and encumbrances from the Seller to the Trust and that the Mortgage Loans not be part of the Seller's estate in the event of an insolvency. In the event that any such conveyance or a conveyance pursuant to Section 3.8 and any Subsequent Transfer Agreement is deemed to be a loan, the Assignment Agreements parties intend that the Seller shall be deemed to have granted to the Trustee a security interest of first priority in all of the Seller's right, title and interest in the Mortgage, Note and the Interim Servicing Agreements are attached heretoFile, and that this Agreement shall constitute a security agreement under applicable law. In connection with the sale, transfer, assignment, and conveyance, from the Seller to the Trustee, the Seller has filed, in the appropriate office or offices in the State of California, a UCC-1 financing statement executed by the Seller as debtor, naming the Trustee as secured party and listing the Mortgage Loans (both Initial Mortgage Loans and Subsequent Mortgage Loans) and the other property described above as collateral. The characterization of the Seller as a debtor and the Trustee as the secured party in such financing statements is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale of the Seller's entire right, title and interest in the Mortgage Loans and the related Files to the Trust. In connection with such filing, the Seller shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's and the Owners' interests in the Mortgage Loans and the related Files. (b) In connection with the transfer and assignmentassignment of the Mortgage Loans, the Depositor does hereby deliver Seller agrees to: (i) cause to be delivered, and deposit with the applicable Custodian pursuant on or prior to the related Custodial Agreement Startup Day (except as otherwise stated below) without recourse to the documents Trustee on the Startup Day with respect to each Initial Mortgage Loan listed on the Schedule of Mortgage Loans or on each Subsequent Transfer Date with respect to each Subsequent Mortgage Loan: (a) the original Notes, endorsed without recourse by the related Originator, "Pay to the order of Norwest Bank Minnesota, National Association, as described trustee for the First Alliance Mortgage Loan Trust 1999-1, without recourse" or "Pay to the order of holder, without recourse." In the event that the Mortgage Loan was acquired by the related Originator in a merger, the endorsement must be by the "(related Originator), successor by merger to (name of predecessor)"; and in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under Section 2 another name, the endorsement must be by the "(related Originator), formerly known as (previous name)"; (b) originals of all intervening assignments, showing a complete chain of assignment from origination to the related Originator, if any, including warehousing assignments, with evidence of recording thereon (or, if an original intervening assignment has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (c) originals of all assumption and modification agreements, if any (or, if an original assumption and/or modification agreement has not been returned from the recording office, a certified copy thereof, the original to be delivered to the Trustee forthwith after return); (d) either (A) the original Mortgage with evidence of recording thereon or a certified copy of the Mortgage as recorded, or (B) if the original Mortgage has not yet been returned from the recording office, a certified copy of the Mortgage, together with a receipt from the recording office or from a title insurance company or a certificate of an Authorized Person of the related Custodial Agreement Originator indicating that such Mortgage has been delivered for recording; (e) the “original assignment of Mortgage for each Mortgage Loan Documents”). In connection with such delivery conveying the Mortgage from the Seller to "Norwest Bank Minnesota, National Association, as Trustee of the First Alliance Mortgage Loan Trust 1999-1, without recourse," which assignment shall be in form and as further described substance acceptable for recording in the Custodial Agreementsstate or other jurisdiction where the mortgaged property is located and, within 75 Business Days following the Custodians will be required to review such Mortgage Loan Documents and deliver to the Trustee, the Depositor, each Servicer, the Sponsor and the Insurer certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, under the Custodial Agreements the Depositor will be required to cure certain defects Startup Day with respect to the Initial Mortgage Loan Documents for the related Mortgage Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein. Notwithstanding anything to the contrary contained hereinLoans, the parties hereto acknowledge that the functions or within 75 Business Days of the Trustee each Subsequent Transfer Date with respect to the custodySubsequent Mortgage Loans, acceptancea recorded assignment of each such Mortgage; provided that in the event that the Mortgage Loan was acquired by the related Originator in a merger, inspection the assignment of Mortgage must be by the "(related Originator), successor by merger to (name of predecessor)"; and release in the event that the Mortgage Loan was acquired or originated by the related Originator while doing business under another name, the assignment of Mortgage must be by the "(related Originator), formerly known as (previous name)" (subject to the foregoing, and where permitted under the applicable laws of the jurisdiction where the mortgaged property is located, the assignments of Mortgage Files, including, but not limited to certain insurance policies and documents contemplated may be made by Section 4.11 of this Agreement, and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements. The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related blanket assignments for Mortgage File at Loans covering mortgaged properties situated within the same time the originals county or certified copies thereof are delivered to the Trustee or Custodians, such documents including the mortgagee policy other permitted governmental subdivision); and (f) evidence of title insurance and any Mortgage Loan Documents upon return from with respect to the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing their obligations under this Agreement or under the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included mortgaged property in the Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, form of a representation and warranty of the Sponsor that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 binder or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9)) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004commitment.