Common use of Conveyance of Trust Fund Clause in Contracts

Conveyance of Trust Fund. CRMSI, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse, all the right, title and interest of CRMSI in and to the Trust Fund, including without limitation all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, CRMSI or the Servicer, as applicable, shall do so by delivery thereof to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodian, on behalf of the Trustee. (c) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "High-Cost" or "Covered" mortgage loan as defined by the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending laws.

Conveyance of Trust Fund. CRMSIThe Seller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Seller in and to the assets in the Trust Fund. The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently . Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the 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 amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentrelated Custodial Agreement, evidence or information relating the related Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicer and the Seller certifications (in the forms attached to the related Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the related Custodial 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 Custodianrelated Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian, on behalf related Custodian pursuant to the terms and conditions of the Trustee. (c) related Custodial Agreement. The parties hereto acknowledge and agree that it is not intended that any mortgage loan Depositor shall deliver or cause to be delivered to the Servicer copies of all trailing documents required to be included in the Trust Fund that is a "High-Cost" related Mortgage File at the same time the originals or "Covered" mortgage loan as defined by certified copies thereof are delivered to the U.S. Home Ownership related Custodian, such documents including the mortgagee policy of title insurance and Equity Protection Act of 1994, as amended, any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any other applicable local, state or federal predatory or abusive lending lawssuch costs the Servicer may incur in connection with performing its obligations under this Agreement.

Conveyance of Trust Fund. CRMSIThe Seller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Seller in and to the assets in the Trust Fund. The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently . Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement and all rights of the Seller and the Depositor under the M&T Servicing Agreement, the GreenPoint Servicing Agreement and the Xxxxx Fargo Servicing Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans, the M&T Servicing Agreement, the GreenPoint Servicing Agreement and the Xxxxx Fargo Servicing Agreement or any other agreement or instrument relating thereto except as specifically set forth herein. Any monetary obligation of the Seller as the purchaser or owner under the M&T Servicing Agreement to M&T as Servicer, any monetary obligation of the Seller as the purchaser or owner under the GreenPoint Servicing Agreement to GreenPoint as Servicer and any monetary obligation of the Seller as the purchaser or owner under the Xxxxx Fargo Servicing Agreement to Xxxxx Fargo as Servicer following the Closing Date shall be satisfied by the Trustee, as assignee of the Seller, only from funds then on deposit in the amount (if any) specified in Article XIIDistribution Account. Wherever it is provided in this Section 2.01 that any documentIn connection with such sale, evidence or information relating the Depositor does hereby deliver to, and deposit with the related Custodian pursuant to a 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 Agreement, the related Custodian will be delivered or supplied required to review such Mortgage Loan Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicers and the Seller certifications (in the forms attached to the related Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the related Custodial 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 Custodianrelated Custodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian, on behalf related Custodian pursuant to the terms and conditions of the Trustee. (c) related Custodial Agreement. The parties hereto acknowledge and agree that it is not intended that any mortgage loan Depositor shall deliver or cause to be delivered to the Servicers copies of all trailing documents required to be included in the Trust Fund that is a "High-Cost" related Mortgage File at the same time the originals or "Covered" mortgage loan as defined by certified copies thereof are delivered to the U.S. Home Ownership related Custodian, such documents including the mortgagee policy of title insurance and Equity Protection Act of 1994any 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 its obligations under this Agreement, as amendedthe M&T Servicing Agreement, or any other applicable local, state or federal predatory or abusive lending lawsthe GreenPoint Servicing Agreement and the Xxxxx Fargo Servicing Agreement.

Conveyance of Trust Fund. CRMSIThe Seller hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Seller in and to the assets in the Trust Fund. The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently . Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, and all rights of the Seller and the Depositor under the M&T Servicing Agreement and the GreenPoint Servicing Agreement to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans, the M&T Servicing Agreement, the GreenPoint Servicing Agreement or any other agreement or instrument relating thereto except as specifically set forth herein. Any monetary obligation of the Seller as the purchaser or owner under the M&T Servicing Agreement to M&T as Servicer and any monetary obligation of the Seller as the purchaser or owner under the GreenPoint Servicing Agreement to GreenPoint as Servicer following the Closing Date shall be satisfied by the Trustee, as assignee of the Seller, only from funds then on deposit in the amount (if any) specified in Article XIIDistribution Accounts. Wherever it is provided in this Section 2.01 that any documentIn connection with such sale, evidence or information relating the Depositor does hereby deliver to, and deposit with the Custodian pursuant to a the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the "Mortgage Loan Documents"). In connection with such delivery and as further described in the Custodial Agreement, the Custodian will be delivered or supplied required to review such Mortgage Loan Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicers and the Seller certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial 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 CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian, on behalf Custodian pursuant to the terms and conditions of the Trustee. (c) Custodial Agreement. The parties hereto acknowledge and agree that it is not intended that any mortgage loan Depositor shall deliver or cause to be delivered to the Servicers copies of all trailing documents required to be included in the Trust Fund that is a "High-Cost" related Mortgage File at the same time the originals or "Covered" mortgage loan as defined by certified copies thereof are delivered to the U.S. Home Ownership Custodian, such documents including the mortgagee policy of title insurance and Equity Protection Act of 1994any 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 its obligations under this Agreement, as amended, or any other applicable local, state or federal predatory or abusive lending lawsthe M&T Servicing Agreement and the GreenPoint Servicing Agreement.

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust FundFund and the Supplemental Interest Trust. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunderSupplemental Interest Trust. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement and all of the rights and interests under the Assignment Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and the Assignment Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial 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 CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered to the 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 Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and (ii) 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trustee. (c) The parties hereto acknowledge Trust understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust FundFund and the Supplemental Interest Trust. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunderSupplemental Interest Trust. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial 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 CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (Files, including but not limited to certain insurance policies and documents contemplated by this Agreement, and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered to the 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 Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodial fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004), as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and (ii) 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trustee. (c) The parties hereto acknowledge Trust understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust Fund. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage LoansTrust Fund. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), Depositor herewith delivers to the Trustee (or to its Custodian an executed copy of the Custodian PMI Policy, and the Trustee or its Custodian, as applicable, acknowledges receipt of the same on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a)Certificateholders. In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the Mortgage Loans after the delivery thereof by the Depositor to the CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (Files, including but not limited to certain insurance policies and documents contemplated by this Agreement, and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered to the 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 Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodial fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under the Servicing Agreement. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust Fund 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and (ii) 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trustee. (c) The parties hereto acknowledge Trust Fund understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSI, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse, all the right, title and interest of CRMSI in and to the Trust Fund, including without limitation all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, CRMSI or the Servicer, as applicable, shall do so by delivery thereof to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodian, on behalf of the Trustee. (c) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "High-Cost" or "Covered" mortgage loan as defined by the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending laws. (d) For purposes of this section 2.01, in each case in which a copy of a document is permitted to be delivered, such document will be deemed "delivered" to a person if the person has received, or been granted unrestricted access to, an image of the document that is inscribed in a tangible medium or is stored in an electronic or other medium and is retrievable in perceivable form.

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust FundFund and the Supplemental Interest Trust. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunderSupplemental Interest Trust. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicers and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial 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 CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (Files, including but not limited to certain insurance policies and documents contemplated by this Agreement, and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered 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 Custodian, 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 custodial 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 its obligations under this Agreement or 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004), as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and (ii) Replacement 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 Replacement 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, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trustee. (c) The parties hereto acknowledge Trust understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust FundFund and the Supplemental Interest Trust. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunderSupplemental Interest Trust. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicers and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial 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 CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (Files, including but not limited to certain insurance policies and documents contemplated by this Agreement, and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered 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 Custodian, 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 custodial 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 its obligations under this Agreement or 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, 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) 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, 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 Trustee. (c) The parties hereto acknowledge Trust understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSI, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse, all the right, title and interest of CRMSI in and to the Trust Fund, including without limitation all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not any (i) Non-Transferred Interest Amounts, (ii) payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not or (iii) any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Mortgage Note Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS Mortgage Electronic Registration Systems, Inc. ("MERS") is the named payee or the nominee of the named payee;. (ii2) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Servicer on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, CRMSI or the Servicer, as applicable, shall do so by delivery thereof to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodian, on behalf of the Trustee. (c) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "High-Cost" or "Covered" mortgage loan as defined by the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending laws.

Conveyance of Trust Fund. CRMSI, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse, all the right, title and interest of CRMSI in and to the Trust Fund, including without limitation all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, CRMSI or the Servicer, as applicable, shall do so by delivery thereof to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodian, on behalf of the Trustee. (c) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "High-Cost" or "Covered" mortgage loan as defined by the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending laws.

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust FundFund and the Supplemental Interest Trust. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunderSupplemental Interest Trust. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial 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 CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered to the 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 Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodial fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and (ii) 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trustee. (c) The parties hereto acknowledge Trust understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSI, concurrently with Pursuant to the execution and delivery of this Mortgage Loan Purchase Agreement, does hereby sellthe Seller sold, transfertransferred, assignassigned, set over and otherwise convey conveyed to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Seller in and to the assets sold by it in the Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, including Master Funding sold, transferred, assigned, set over and otherwise conveyed to the Depositor, without limitation recourse, all of the right, title and interest of CRMSI Master Funding in and to the assets sold by it in the Trust Fund. The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable Loans by CRMSI on or with respect the Depositor pursuant to the Mortgage Loans on or after Loan Purchase Agreement and has agreed to take the Cut-Off Date (but not payments actions specified herein. Although it is the intent of principal and interest received on the Mortgage Loans on or before parties to this Agreement that the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all conveyance of its the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be removed from CRMSI's assets and estate. If a loan, it is the transfer intent of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI parties to this Agreement that the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of CRMSI's the Depositor’s right, title and interest in in, to and to such under the Mortgage Loans and other assets of in the Trust Fund Fund, and (y) it is the intention of the parties that this Agreement shall constitute a security agreement under applicable law in favor law. The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the TrusteeCertificateholders without recourse, as secured party hereunder. CRMSI shall not transfer any additional property all the right, title and interest of the Depositor in and to the Trust Fund except Fund. The Depositor, the Seller, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is a “High-Cost Home Loan” as expressly permitted defined by this Agreement. (1) applicable anti-predatory lending laws. In connection with such transfer sale, the Depositor has delivered to, and assignment of Mortgage Loansdeposited with, CRMSI does herewith deliver or caused to be delivered to and deposited with, the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust Custodian, as its agent, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): assigned: (i) The the original Mortgage Note, including any riders thereto, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the order of “Wxxxx Fargo Bank, National Association, as Trustee for Certificateholders of Bear Sxxxxxx Asset Backed Securities I LLC, Asset Backed Certificates, Series 2007-AC6”, and in each case showing a complete an unbroken chain of endorsements from the named payee related originator, at the time they made the initial endorsement, to the last endorsee up to and including the point the related Mortgage Loan Seller acquired such mortgage loan, (ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or, for Mortgage Loans other than the EMC Flow Loans, if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form), (iii) unless the Mortgage Loan is either a MOM Loan or has been assigned to and recorded in the name of MERS®, the assignment (either an original or a certified copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to blank or to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate Mortgage with respect to each Mortgage Loan in the name of “Wxxxx Fargo Bank, National Association, as Trustee orfor Certificateholders of Bear Sxxxxxx Asset Backed Securities I LLC, for any lostAsset Backed Certificates, misplaced Series 2007-AC6,” which shall have been recorded (or destroyed Mortgage Noteif clause (x) in the proviso below applies, shall be in recordable form) (iv) an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee a copy of all intervening assignments of the named payee; (ii) The original recorded Mortgage Mortgage, if any, with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance or, in the event such original title policy has not been received from the title searches pertaining to insurer, such title policy will be delivered within one year of the Mortgaged PropertyClosing Date or, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion photocopy of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Datetitle policy, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliveror, in lieu thereof, a current lien search on the related Mortgaged Property; and (vi) originals or copies of all available assumption, modification or substitution agreements, if any; provided, however, that in lieu of the foregoing, EMC or Master Funding, as applicable, may deliver the following documents, under the circumstances set forth below: (x) if any Mortgage (other than the Mortgages related to the EMC Flow Loans), assignment thereof to or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a true copy thereof with a certification, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original”; (y) in lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans), assignment or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification to such effect) the Depositor may deliver, or cause to be delivered, photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I, the Depositor may deliver, or assignment bearing recordation information. In instances where the original or cause to be delivered, a lost note affidavit and indemnity and a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquentnote, if recordation of assignment is required by any Rating Agency under its then current ratings criteriaavailable; and provided, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided further, however, that in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off off Date and prior to the Issue Closing Date, CRMSIthe Depositor, in lieu of delivering the above documents, may deliver, or cause to be delivered, to the Trustee and the Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Protected Account, in the Master Servicer Collection Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Depositor shall deliver, or cause to be delivered, such documents to the Trustee or the Custodian promptly after they are received. EMC (on its own behalf as Seller and on behalf of Master Funding) shall cause, at its expense, the Mortgage and intervening assignments, if any, and to the extent required in accordance with the foregoing, the assignment of the Mortgage to the Trustee to be submitted for recording promptly after the Closing Date; provided that, the Seller need not cause to be recorded (a) any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by EMC (on its own behalf as Seller and on behalf of Master Funding) to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for EMC (on its own behalf as Seller and on behalf of Master Funding) and its successors and assigns. In the event that EMC (on its own behalf as Seller and on behalf of Master Funding), the Depositor or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, EMC (on its own behalf as Seller and on behalf of Master Funding) shall submit or cause to be submitted for recording as specified above or, should EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) fail to perform such obligations, the Master Servicer shall cause each such previously unrecorded assignment to be submitted for recording as specified above at the expense of the Trust. In connection with the assignment of any Mortgage Loan registered on the MERS® System, EMC (on its own behalf as Seller and on behalf of Master Funding) further agrees that it will cause, at the Seller’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by EMC (on its own behalf as Seller and on behalf of Master Funding) to the Depositor and by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. EMC (on its own behalf as Seller and on behalf of Master Funding) further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or the Mortgage Loan Purchase Agreement. All original documents relating to the Mortgage Loans that are not delivered to the Trustee or the Custodian on its behalf are and shall be held by or on behalf of the Seller or the Depositor, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. Any such original document delivered to or held by the Depositor, shall be delivered promptly to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a)’s behalf. In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever Whenever it is provided for in this Section 2.01 Agreement that any document, evidence or information relating to a Mortgage Loan to be included in a Mortgage File be delivered or supplied to the Trustee, CRMSI such delivery or the Servicer, as applicable, supply shall do so by delivery thereof be made to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect Custodian pursuant to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodian, on behalf of the TrusteeCustodial Agreement. (c) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "High-Cost" or "Covered" mortgage loan as defined by the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending laws.

Conveyance of Trust Fund. CRMSI, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse, all the right, title and interest of CRMSI in and to the Trust Fund, including without limitation all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not other than payments of principal and interest received due and payable on the Mortgage Loans Loans, and Principal Prepayments thereon received, on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage LoanDate), together with all of its right, title and interest in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's ’s assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's ’s right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, Mortgage which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (zy) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's ’s recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's ’s opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the any Originator or any Affiliate of the any Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator Originators and Affiliates of the Originator Originators to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the an Originator or an Affiliate of the an Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, CRMSI or the Servicer, as applicable, shall do so by delivery thereof to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodian, on behalf of the Trustee. (c) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" ” or "“Covered" ” mortgage loan as defined by the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending laws.

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust Fund. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders and the Certificate Insurer, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently . Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the Mortgage Loans after the delivery thereof by the Depositor to the CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered to the 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 Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodial fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under this Agreement. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust Fund 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and (ii) 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trustee. (c) The parties hereto acknowledge Trust Fund understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSI, concurrently with the execution and delivery of this Agreement, (a) The Depositor does hereby sellestablish the Adjustable Rate Mortgage Trust 2007-1 (the "Trust") and sells, transfertransfers, assignassigns, set delivers, sets over and otherwise convey conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse, all the Depositor's right, title and interest of CRMSI in and to (a) the Trust Fund, including without limitation all of the right, title and interest of CRMSI Mortgage Loans listed in the Mortgage LoansLoan Schedule, including all amounts (other than Non-Transferred Interest Amounts) interest and principal received or receivable by CRMSI the Depositor on or with respect to the Mortgage Loans on or after the Cut-Off off Date (and any Assigned Prepayment Premiums with respect thereto, but not including payments of principal and interest received due and payable on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan)off Date, together with all of its right, title and interest in and the Mortgage Files relating to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver (b) REO Property, (c) the Collection Account, the Certificate Account, the Group 5 Interest Rate Cap Account and all amounts deposited therein pursuant to the Trustee applicable provisions of this Agreement, (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (xd) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date policies with respect to the Mortgage Loans, to (e) the extent such payments are being transferred Depositor's rights under the Assignment and assigned to Assumption Agreement and (f) all proceeds of the Trustee hereunderconversion, except voluntary or involuntary, of any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XIIthe foregoing into cash or other liquid property. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as As set forth in Section 3.12(a). In connection with such transfer the Standard Terms. (c) As set forth in the Standard Terms. (d) As set forth in the Standard Terms. (e) The Depositor hereby authorizes and delivery of the balance of directs the Trust Fund, CRMSI, concurrently with Administrator to (i) execute the execution Group 5 Interest Rate Cap Agreement and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if anyii) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, CRMSI or the Servicer, as applicable, shall do so by delivery thereof to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodianratify, on behalf of the TrusteeTrust, the terms agreed to by the Depositor with respect to the Group 5 Interest Rate Cap Agreement. The Depositor shall pay or cause to be paid on behalf of the Trust the payments owed to the Group 5 Interest Rate Cap Counterparty as of the Closing Date pursuant to the terms of the Group 5 Interest Rate Cap Agreement. (cf) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included Not applicable. (g) Not applicable. (h) As set forth in the Trust Fund that is a "High-Cost" or "Covered" mortgage loan as defined by Standard Terms. (i) As set forth in the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending lawsStandard Terms.

Conveyance of Trust Fund. CRMSI, concurrently (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over over, deposit with and otherwise convey to the Trustee Trustee, without recourse, in trust, all the right, title and interest of CRMSI the Depositor in and to the Trust FundMortgage Loans. Such conveyance includes, including without limitation limitation, the right to all distributions of the right, title principal and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or due with respect to the Mortgage Loans on or after the Cut-Off off Date (but not payments of principal and interest received on other than the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage LoanSeller's Retained Interest), together with all of its the Depositor's right, title and interest in and to the Certificate Account and all amounts from time to time credited to and the proceeds of the Custodial Account, the Certificate Account, the Basis Risk Reserve Fund, any titleREO Property and the proceeds thereof, hazard or other insurance policies, or Primary Mortgage the Depositor's rights under any Insurance Certificates, Proceeds related to such the Mortgage Loans. The transfer , and the Depositor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, to have and to hold, in trust; and the Trustee declares that, subject to the review provided for herein, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Mortgage Loans hereunder is absolute Holders of the Certificates and is intended by for the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred purposes and subject to the Trust Fund terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be removed from CRMSI's assets executed, authenticated and estate. If delivered to or upon the transfer order of the Mortgage Loans is instead characterized as a pledge Depositor, in exchange for the Trust Fund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. Concurrently with the execution and not as a saledelivery of this agreement, then (x) CRMSI shall be deemed to have granted the Depositor does hereby assign to the Trustee a first priority security interest in all of CRMSI's right, title its rights and interest in and to such under the Mortgage Loans Loan Purchase Agreement to the Trustee. The Trustee hereby accepts such assignment, and other assets shall be entitled to exercise all such rights, of the Trust Fund and (y) Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it is were the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this AgreementDepositor. (1b) In connection with any such transfer and assignment of Mortgage Loansassignment, CRMSI the Seller does herewith hereby deliver to to, and deposit with, the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust its agents, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)):assigned: (i) The the Mortgage Note, endorsed (whether endorsed, in blank by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or (which such endorsement may be pursuant to the Trustee use of a note allonge in the form attached as Exhibit K), with all intervening endorsements showing a complete chain of endorsements endorsement from the named payee originator to the Trustee last endorser (or an original lost note affidavit from the named payee to Seller stating that the Affiliate of the Originator and from such Affiliate to the Trustee or, for any Mortgage Note was lost, misplaced or destroyed destroyed, with respect to such Mortgage NoteLoans identified in the Trustee's Certification referenced in Section 2.02), an original Lost and if the Mortgage Note Affidavit, provided that endorsement is not required where MERS is or Mortgage or any other material document or instrument relating to the named payee or the nominee Mortgage Loan has been signed on behalf of the named payeeMortgagor by another person, the original power of attorney or other instrument that authorized and empowered such person to sign, or a copy of the original power of attorney or other instrument; (ii) The the original recorded Mortgage Mortgage, as recorded, with evidence of recording thereonindicated thereon establishing the Seller as mortgagee thereof; (iii) an original assignment or assignments of Mortgage (other than an Assignment) showing an unbroken chain of title from the originator to the Seller with evidence of recording indicated thereon or a duplicate original of the copy thereof certified by the applicable recording office; (iv) the original copy of each assumption, modification, written assurance or substitution agreement, if any, with respect to such Mortgage Loan, as identified on the Mortgage Loan Schedule; and (v) an Assignment. Notwithstanding the foregoing, in the event that in connection with any Mortgage Loan the Seller cannot deliver an original recorded counterpart of any of the documents required to be delivered pursuant to clauses (ii) or (iii) above with evidence of recording thereon concurrently with the execution and delivery hereof, the Seller shall deliver to the Trustee a duplicate original or true copy of such document certified by the Seller or the applicable public recording office to be a true and complete duplicate original or copy of the original thereof submitted for recording, or a copy of the Mortgage certified by a title insurance or escrow company or companies, evidencing that such Mortgage or assignment of Mortgage has been delivered to the appropriate public recording office for recordation. In the event that the Seller cannot deliver a duplicate original or true copy certified as stated above of such document required to be delivered pursuant to clauses (ii) or (iii) above, within 90 days of the Closing Date, the Seller shall purchase the related Mortgage Loan at the Purchase Price therefor or replace the Mortgage Loan with a Replacement Mortgage Loan if such substitution occurs within the time periods for substitution set forth in Section 2.04. (c) The Seller shall promptly deliver to the Trustee (1) the original recorded documents referred to in clauses (ii) and (iii) above with evidence of recording indicated thereon or a photocopy thereof certified by the appropriate county recorder's office to be a true and complete copy of the original thereof, upon receipt thereof from the public recording office office, and (2) upon discovery of any defect or omission in those jurisdictions where the public deliveries of any of items (ii) through (iv) in subsection (b) above with respect to any Mortgage Loan, a correct and complete document or instrument meeting the requirements of such item, but in no event shall any such delivery be made later than 90 days following the Closing Date (unless, in the case of the foregoing clause (1), such document has not been returned from the relevant recording office retains at such time, in which case the original; (iii) Any Servicer shall make such delivery within 270 days of the Closing Date; provided, however, that such 270 day period shall be extended to 360 days upon presentation of an officer's certificate of the Seller to the effect that such document has not yet been returned from the relevant recording office, and shall be extended for additional thirty-day periods). In the event the Seller cannot deliver such original document with evidence of recording indicated thereon within the time period set forth in the preceding sentence, the Seller shall purchase the related Mortgage Loan at the Purchase Price therefor or replace the Mortgage Loan with a Replacement Mortgage Loan if such substitution occurs within the time periods for substitution set forth in Section 2.04. From time to time the Seller or the Servicer may forward or cause to be forwarded to the Trustee for the benefit of the Certificateholders additional original documents evidencing an assumption or modification agreement applicable to the Mortgage;of a Mortgage Loan. (ivd) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local lawThe Seller will promptly notify, in a blanket assignment or assignments of writing, the Mortgage to Depositor, the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, Servicer and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments occurrence of a Downgrade Event. Within 60 days following the receipt of the related Mortgages to the Trusteenotice of a Downgrade Event, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may shall (a) in lieu of delivering such original recorded Mortgage complete each endorsement referred to in clause (a)(1)(iii) above, deliver of subsection (b) above and each Assignment referred to in (v) of subsection (b) above by inserting "to the Trustee a copy thereoffor the benefit of the Holders of the Washington Mutual Mortgage Loan Trust Mortgage Pass-Through Certificates, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), Series 2000-1" and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause record (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer hereby agrees to effect) recordation record), at the expense of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date Servicer, in the appropriate public office for real property records each original assignment referred to in (v) above with respect to each jurisdiction in which Mortgaged Property, and the Trustee shall release any such recordation is required by a Rating AgencyAssignment to the Servicer for such purpose. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI The Servicer shall effect recordation of an assignment of the related Mortgage promptly deliver to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor each original Assignment with evidence of recording indicated thereon or a photocopy thereof certified by the Originator or any Affiliate appropriate county recorder's office to be a true and complete copy of the Originator shall have original thereof, upon receipt thereof from the public recording official. If any obligation Assignment is returned unrecorded to record any assignment the Servicer because of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSIdefect therein, the Originator Seller or the Servicer shall cure or correct such defect and Affiliates of cause such Assignment to be recorded in accordance with this paragraph and if such defect is not cured within 60 days the Originator to record (and supply Seller shall purchase the Trustee Mortgage Loan at the Purchase Price therefor or replace the Mortgage Loan with evidence thereof) assignments of Mortgages required in order that CRMSI, a Replacement Mortgage Loan if such substitution occurs within the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request time periods for Release as substitution set forth in Section 3.12(a). In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, CRMSI or the Servicer, as applicable, shall do so by delivery thereof to the Custodian, to be held on behalf of the Trustee. The functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (including the review provided for in Section 2.02) shall be performed by the Custodian, on behalf of the TrusteeSections 2.04. (c) The parties hereto acknowledge and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "High-Cost" or "Covered" mortgage loan as defined by the U.S. Home Ownership and Equity Protection Act of 1994, as amended, or any other applicable local, state or federal predatory or abusive lending laws.

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, concurrently with the execution and delivery of this Agreementtransfers, does hereby sellassigns, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse, all the right, title and interest of CRMSI the Sponsor in and to the assets in the Trust Fund. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, including concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without limitation recourse, all of the right, title and interest of CRMSI in the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of its right, title and interest Depositor in and to the proceeds of any title, hazard or other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage LoansTrust Fund. The transfer of the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund except as expressly permitted by this Agreement. (1) In connection with such transfer and assignment of Mortgage Loans, CRMSI does herewith deliver to the Trustee (or to the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), Depositor herewith delivers to the Trustee (or to its Custodian an executed copy of the Custodian PMI Policy, and the Trustee or its Custodian, as applicable, acknowledges receipt of the same on behalf of the Trustee) a Request for Release as set forth in Section 3.12(a)Certificateholders. In connection with such transfer and delivery of the balance of the Trust Fund, CRMSI, concurrently Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit into and conveyance does not and is not intended to result in creation or assumption by the Collection Account cash Trustee of any obligation of the Depositor, the Sponsor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such sale, the Depositor does hereby deliver to, and deposit with the Custodian pursuant to the Custodial Agreement the documents with respect to each Mortgage Loan as described under Section 2 of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with such delivery and as further described in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any documentCustodial Agreement, evidence or information relating the Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicer and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the Mortgage Loans after the delivery thereof by the Depositor to the CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (Files, including but not limited to certain insurance policies and documents contemplated by this Agreement, and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered to the 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 Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. The Servicer shall not be responsible for any custodial fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicer to be reimbursed for any such costs the Servicer may incur in connection with performing its obligations under the Servicing Agreement. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust Fund 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, 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) 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, 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 Trustee. (c) The parties hereto acknowledge Trust Fund understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Axx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Axx. Sections 24-9-1 through 24-9-9).

Conveyance of Trust Fund. CRMSIThe Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all the right, title and interest of the Sponsor in and to the assets in the Trust Fund. The Sponsor has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of CRMSI the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Trust FundMortgage Loans identified on the Mortgage Loan Schedule, including the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Servicing Agreement and the Assignment Agreement (including, without limitation all the right to enforce the obligations of the rightother parties thereto thereunder), title the rights of the Depositor under the Cap Contract, the right to any payments made by the Cap Provider under the Cap Contract, 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 of CRMSI in and principal received by the Mortgage Loans, including all amounts (other than Non-Transferred Interest Amounts) received or receivable by CRMSI Depositor and the Servicers on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not other than payments of principal and interest received due on the such Mortgage Loans on or before the Cut-Off Date off Date). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not any Prepayment Charges received and is not intended to result in creation or receivable with respect to any Mortgage Loan), together with all of its right, title and interest in and to assumption by the proceeds Trustee of any titleobligation of the Depositor, hazard the Sponsor or any other insurance policies, or Primary Mortgage Insurance Certificates, related to such Mortgage Loans. The transfer of Person in connection with the Mortgage Loans hereunder is absolute and is intended by the parties hereto as a sale. It is the intention of CRMSI that all Mortgage Loans transferred to the Trust Fund be removed from CRMSI's assets and estate. If the transfer of the Mortgage Loans is instead characterized as a pledge and not as a sale, then (x) CRMSI shall be deemed to have granted to the Trustee a first priority security interest in all of CRMSI's right, title and interest in and to such the Mortgage Loans and or any other assets of the Trust Fund and (y) it is the intention of the parties that this Agreement constitute a security agreement under applicable law in favor of the Trustee, as secured party hereunder. CRMSI shall not transfer any additional property to the Trust Fund or instrument relating thereto except as expressly permitted by this Agreement. (1) specifically set forth herein. In connection with such transfer sale, the Depositor does hereby deliver to, and assignment of Mortgage Loans, CRMSI does herewith deliver deposit with the Custodian pursuant to the Trustee (or to Custodial Agreement the Custodian on behalf of the Trustee) to be held in trust the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (except where, and to the extent, CRMSI is complying with as described under Section 2.01(b)): (i) The Mortgage Note, endorsed (whether by means of an allonge or otherwise) by manual or facsimile signature without recourse by the Originator or an Affiliate 2 of the Originator in blank or to Custodial Agreement (the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee or, for any lost, misplaced or destroyed Mortgage Note, an original Lost Note Affidavit, provided that endorsement is not required where MERS is the named payee or the nominee of the named payee; (ii) The original recorded Mortgage with evidence of recording thereon, or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original; (iii) Any original assumption or modification agreement applicable to the Mortgage; (iv) An assignment from the Originator to the Trustee in recordable form (subject to proviso (x) below) of the Mortgage, which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to CRMSI or an Affiliate of CRMSI and to the Trustee, provided that (x) any blanket assignment delivered pursuant to this clause (a)(1)(iv) shall not be in recordable form but shall be delivered together with a limited power of attorney to authorize the Custodian, on behalf of the Trustee, and the Trustee to act for the Originator in preparing, executing, delivering and recording in the name of the Trustee any instruments for recording assignments of the related Mortgages to the Trustee, (y) if the Mortgage is registered with MERS, only assignments from the originator of the Mortgage to MERS will be required and (z) if the Mortgage was originated with MERS as the original mortgagee, no interim assignment will be required; and (v) Either (x) the original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) or the title searches pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender's recording instructions, with the original to be delivered within 180 days of the Issue Date or other evidence of title or (y) in jurisdictions where such practice is customary and acceptable, an attorney's opinion as to title or an insured title report. (2) In addition, CRMSI, concurrently with the execution and delivery of this Agreement and in connection with such transfer and assignment of Mortgage Loans shall deposit in the Collection Account the amount of all payments received by CRMSI after the Cut-Off Date and prior to the Issue Date with respect to the Mortgage Loans, to the extent such payments are being transferred and assigned to the Trustee hereunder, except any portion of such payments on Mortgage Loans (including servicing fees) of a type not required to be deposited as specified in Article XII. (b) In instances where an original recorded Mortgage cannot be delivered to the Trustee by the Issue Date, due to a delay in the recording, CRMSI may (a) in lieu of delivering such original recorded Mortgage referred to in clause (a)(1)(ii) above, deliver to the Trustee a copy thereof, provided that CRMSI certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (a)(1)(iv) above to the Trustee, deliver such assignment to the Trustee completed except for recording information. In such instances, CRMSI will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee promptly upon receipt thereof. In instances where an original recorded Mortgage or assignment has been lost or misplaced, CRMSI or the related title insurance company may deliver, in lieu thereof, a copy of such Mortgage or assignment bearing recordation information. In instances where the original or a copy of the title insurance policy referred to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property cannot be delivered to the Trustee by the Issue Date because such policy is not yet available, CRMSI may deliver to the Trustee a binder with respect to such policy and deliver the original or a copy of such policy to the Trustee when available. In instances where an original assumption or modification agreement cannot be delivered to the Trustee by the Issue Date, CRMSI may deliver a certified copy thereof, and will deliver the original assumption or modification agreement to the Trustee promptly upon receipt thereof. CRMSI agrees, at its own expense, to prepare (or to cause the Servicer to prepare) each assignment referred to in clause (a)(1)(iv) above and deliver a copy of each such assignment to the Trustee as soon as practicable but not later than 60 days after the Issue Date. CRMSI intends to effect (or to cause the Servicer to effect) recordation of each such assignment (or to supply the Trustee with evidence of recordation) as soon as practicable after the Issue Date in the appropriate public office for real property records in each jurisdiction in which such recordation is required by a Rating Agency. In addition, in the event that on a Distribution Date a “Mortgage Loan is 90 days Delinquent, if recordation of assignment is required by any Rating Agency under its then current ratings criteria, then CRMSI shall effect recordation of an assignment of the related Mortgage to the Trustee promptly thereafter. Except as provided in this paragraph, neither CRMSI nor the Originator or any Affiliate of the Originator shall have any obligation to record any assignment of any Mortgage in order to name the Trustee as mortgagee of record. The preceding sentence shall not be in derogation of the obligation of CRMSI, the Originator and Affiliates of the Originator to record (and supply the Trustee with evidence thereof) assignments of Mortgages required in order that CRMSI, the Originator or an Affiliate of the Originator be shown as mortgagee of record of each Mortgage. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of delivering the above documents to the Trustee (or to the Custodian on behalf of the Trustee), herewith delivers to the Trustee (or to the Custodian on behalf of the Trustee) a Request for Release as set forth in Section 3.12(aDocuments”). In connection with such transfer delivery and delivery of as further described in the balance of the Trust Fund, CRMSI, concurrently with the execution and delivery of this Custodial Agreement, shall deposit into the Collection Account cash in the amount (if any) specified in Article XII. Wherever it is provided in this Section 2.01 that any document, evidence or information relating Custodian will be required to a review such Mortgage Loan be delivered or supplied Documents and deliver to the Trustee, CRMSI or the ServicerDepositor, as applicablethe Servicers and the Sponsor certifications (in the forms attached to the Custodial Agreement) with respect to such review with exceptions noted thereon. In addition, shall do so by under the Custodial Agreement the Depositor will be required to cure certain defects with respect to the Mortgage Loan Documents for the Mortgage Loans after the delivery thereof by the Depositor to the CustodianCustodian as more particularly set forth therein. Notwithstanding anything to the contrary contained herein, to be held on behalf of the Trustee. The parties hereto acknowledge that the functions of the Trustee under this Agreement with respect to the custody, acceptance, inspection and release of the Mortgage Files (Files, including but not limited to certain insurance policies and documents contemplated by this Agreement, and preparation and delivery of the review provided for in Section 2.02) certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. The Depositor shall deliver or cause to be delivered 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 Custodian, such documents including the mortgagee policy of title insurance and any Mortgage Loan Documents upon return from the recording office. No Servicer shall be responsible for any custodial fees or other costs incurred in obtaining such documents and the Depositor shall cause each Servicer to be reimbursed for any such costs such Servicer may incur in connection with performing its obligations under this Agreement or the Servicing Agreement, as applicable. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust Fund 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004) as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and (ii) 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, as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of the Trustee. (c) The parties hereto acknowledge Trust Fund understand and agree that it is not intended that any mortgage loan be included in the Trust Fund that is a "“High-Cost" or "Covered" mortgage loan Cost Home Loan” as defined by in the U.S. New Jersey Home Ownership and Equity Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act of 1994effective January 1, 2004, as amendeddefined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or any other applicable localas defined in the Indiana Home Loan Practices Act, state or federal predatory or abusive lending lawseffective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9).