Common use of Delivery of Loan Documents Clause in Contracts

Delivery of Loan Documents. (a) With respect to each Loan, on the Closing Date the Depositor has delivered or caused to be delivered to the Custodian as the designated agent of the Indenture Trustee each of the following documents (collectively, the "Indenture Trustee's Loan Files"): (i) The original Debt Instrument, endorsed by _________ in blank with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan to ______ (ii) The original Mortgage with evidence of recording thereon (or, if the original Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording information, from the Depositor to the Indenture Trustee in blank; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing a complete chain of assignment from origination of the Loan to the Depositor (or, if any such Assignment of Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of such Assignment of Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Assignment of Mortgage submitted for recording); and (v) the original, or a copy certified by the Depositor to be a true and correct copy of the original, of each assumption, modification, written assurance or substitution agreement, if any. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded.

Delivery of Loan Documents. (a) With respect On or prior to each Loan, on the Closing Date Date, the Depositor has delivered or caused Transferor shall cause the Seller to be delivered deliver to the Custodian as the designated agent of the Indenture Trustee each of the following documents for each applicable Loan (collectively, the "Indenture Trustee's Loan Files"): (i) The original Debt Instrument, endorsed by the Seller in blank or in the following form: "Pay to the order of [ ], as Indenture Trustee and Co-Owner Trustee, ___________ in blank Trust, without recourse", with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan to ______the Seller; (ii) The original Mortgage with evidence of recording thereon (or, if the original Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor Seller or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor Seller or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording information, from the Depositor Seller to the Indenture Trustee in blankblank or in the following form "[ ] to ______________________, ____________________, as Indenture Trustee and Co-Owner Trustee, _______________ Trust, without recourse"; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing a complete chain of assignment from origination of the Loan to the Depositor Seller (or, if any such Assignment of Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of such Assignment of Mortgage certified by a Responsible Officer of the Depositor or Seller]or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Assignment of Mortgage submitted for recording); and (v) the The original, or a copy certified by the Depositor Seller to be a true and correct copy of the original, of each assumption, modification, written assurance or substitution agreement, if any. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii2.4(a)(ii) above as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii2.4(a)(iii) or Section 2.5(a)(iv2.4(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, Transferor shall cause the Depositor shall Seller to deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor Seller to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor Seller but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the DepositorSeller. The failure of the Depositor Seller to deliver to the Indenture Trustee (x) any original Mortgage as required under Section 2.5(a)(ii2.4(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage as required under Section 2.5(a)(iii2.4(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement by the Transferor for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded.

Delivery of Loan Documents. The Seller, (ai) With respect to each Loancontemporaneously with the delivery of this Agreement, on the Closing Date the Depositor has delivered or caused to be delivered to the Custodian as the designated agent of the Indenture Trustee each of the following documents (collectively, the "Indenture Trustee's Loan Files"):for each Loan: (ia) The original Debt InstrumentBusiness Note, endorsed by _________ means of an allonge as follows: "Pay to the order of HSBC Bank USA, and its successors and assigns, as trustee under that certain Indenture dated as of May 31, 1999, for the benefit of the noteholders of The Money Store Business Loan Backed Trust 1999-1, without recourse" and signed, by facsimile or manual signature, in blank the name of the Seller by a Responsible Officer, with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan originator to ______ (ii) The original Mortgage with evidence of recording thereon (orthe Seller, if the original Mortgage has Seller was not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording)originator; (iiib) The original executed Assignment of Mortgage, acceptable for recording except with With respect to any currently unavailable recording informationthose Loans secured by Mortgaged Properties, from the Depositor to the Indenture Trustee in blank;either: (ivi) The the original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing (ii) a complete chain of assignment from origination copy of the Loan to Mortgage certified as a true copy by a Responsible Officer where the Depositor (or, if any original has been transmitted for recording until such Assignment of Mortgage has not been time as the original is returned from by the applicable public recording office or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; 1With respect to those Loans secured by Mortgaged Properties, either: (i) the original Assignment of Mortgage from the Person delivering such Assignment to "HSBC Bank USA, as Indenture Trustee for The Money Store Business Loan Backed Trust 1999-1" with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the Mortgaged Property is not otherwise availablelocated, the Assignment of Mortgage may be effected by one or more blanket assignments for Mortgage Loans secured by Mortgaged Properties located in the same county); or (iii) a copy of such Assignment of Mortgage certified as a true copy by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of Seller where the original Assignment of Mortgage submitted has been transmitted for recording); and recording (v) the originalprovided, or a copy certified by the Depositor to be a true and correct copy of the originalhowever, of each assumption, modification, written assurance or substitution agreement, if any. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which that where the original Assignment of Mortgage is not available being delivered, each such Responsible Officer of the Seller may complete one or more blanket certificates attaching copies of one or more Assignments of Mortgage relating to the Mortgages originated by the Seller) (also provided, however, that the Person delivering such Assignment shall not be required to record an assignment of a Mortgage if such Person furnishes to the Custodian and the Trustee, on or before the Closing Date, at the Person's expense, an opinion of counsel with respect to the relevant jurisdiction that such recording is not necessary to perfect the Trustee's interest in the related Mortgage Loans, in form and substance and from counsel satisfactory to the Rating Agencies); (c) With respect to those Loans secured by Mortgaged Properties, either: (i) originals of all intervening assignments, if any, showing a complete chain of title from the originator to the Seller, including warehousing assignments, with evidence of recording thereon if such assignments were recorded, (ii) copies of any assignments certified as true copies by a Responsible Officer of the Seller where the originals have been submitted for recording until such time as the originals are returned by the public recording officer, or (iii) copies of any assignments certified by the public recording office in any instances where the original recorded assignments have been lost; (d) With respect to those Loans secured by Mortgaged Properties, either: (i) originals of all title insurance policies relating to the Mortgaged Properties to the extent the Seller obtained such policies or (ii) copies of any title insurance policies or other evidence of lien position, including but not limited to "PIRT" (property information report) policies, limited liability reports and lot book reports, to the extent the Seller obtained such policies or other evidence of lien position, certified as true by the Seller; (e) For all Loans, blanket assignment of all Collateral securing the Loan, including without limitation, all rights under applicable guarantees and insurance policies; (f) For all Loans, irrevocable power of attorney of the Seller to the Custodian to execute, deliver, file or record and otherwise deal with the Collateral for the Loans in accordance with this Agreement. The power of attorney will be delegable by the Custodian to the Servicer and any successor servicer and will permit the Custodian or its delegate to prepare, execute and file or record UCC financing statements and notices to insurers; and 1For all Loans, blanket UCC-1 financing statements identifying by type all Collateral for the Loans and naming the Indenture Trustee on behalf of the Noteholders and Certificateholders as Secured Party and the Seller as the Debtor. The UCC-1 financing statements will be filed promptly following the Closing Date in New Jersey and California and will be in the nature of protective notice filings rather than true financing statements. The Seller shall, within ten Business Days after the receipt thereof, and in any event, within one year of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior deliver or cause to be delivered to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver Custodian: (a) the original Mortgage, or recorded Mortgage in those instances where the original Mortgage is unavailable a copy thereof certified by a Responsible Officer of the applicable public recording officeSeller was delivered to the Custodian; (b) if required pursuant to Section 2.04(c), and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such recorded Assignment of Mortgage to the Depositor. The failure Indenture Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of title from the Depositor to deliver originator to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or Trust in those instances where the original is unavailable a copy copies thereof certified by a Responsible Officer of the applicable Seller were delivered to the Custodian; and (c) any intervening assignments of Mortgage in those instances where copies thereof certified by a Responsible Officer of the Seller were delivered to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.04, in those instances where the public recording office)office retains the original Mortgage, or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable intervening assignments of the Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian of a copy thereof of such Mortgage, Assignment of Mortgage or assignments of Mortgage certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, recorded original thereof. From time to time the Seller may forward or cause to be forwarded to the Custodian additional original documents evidencing an assumption or modification of a Loan. All Loan documents held by the Indenture Trustee no later than or the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days Custodian on behalf of the Closing Date or Subsequent Transfer Date. Any failure Indenture Trustee as to each Loan are referred to herein as the "Indenture Trustee's Loan File." All recording required pursuant to this Section 2.04 shall be accomplished by and at the expense of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recordedServicer.

Delivery of Loan Documents. (a) In connection with each conveyance pursuant to Section 2.1 or 2.2 hereof, the Transferor has delivered or does hereby agree to deliver on or before the Closing Date to the Trustee the Certificate Insurance Policy and each of the following documents for each Loan sold by the Transferor to the Depositor and sold by the Depositor to the Trust Fund: (i) With respect to each Mortgage Loan, on the Closing Date the Depositor has delivered or caused to be delivered to the Custodian as the designated agent of the Indenture Trustee each of the following documents (collectively, the "Indenture Trustee's Loan Files"):: (i1) The original Debt InstrumentMortgage Note, bearing, or accompanied by, all prior and intervening endorsements or assignments showing a complete chain of endorsement or assignment from the originator of the Loan to Transferor and further endorsed by without recourse in the following form: "Pay to the order of _________ in blank with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan to ______, without recourse" and signed by manual or facsimile signature in the name of an authorized officer of the Transferor; (ii2) The original Mortgage with evidence of recording thereon (orindicated thereon; PROVIDED, HOWEVER, that if the original such Mortgage has not been returned from the applicable public recording office or office, then such recorded Mortgage shall be delivered when so returned; (3) An assignment of the original Mortgage, in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is not otherwise availablelocated, a copy in the name of the holder of record of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or Loan by an authorized officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney (with evidence of submission for recordation of such assignment in the appropriate real estate recording thereon (oroffice for such Mortgaged Property to be received by the Trustee within 60 days of the Closing Date); PROVIDED, HOWEVER, that if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording information, from the Depositor to the Indenture Trustee in blank; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing a complete chain of assignment from origination of the Loan to the Depositor (or, if any such Assignment of Mortgage has not been returned from the applicable public recording office office, then such assignment shall be delivered when so returned (and a blanket assignment with respect to each unrecorded Mortgage shall be delivered on the Closing Date); (4) Any recorded intervening assignments of the Mortgage with evidence of recording thereon; and (5) Any assumption, modification, consolidation or extension agreements; (6) the original or duplicate lender's title insurance policy and all riders thereto, if applicable; (ii) With respect to each Manufactured Home Loan: (1) the original Manufactured Home Contract; (2) either (1) the original title document for the related Manufactured Home, a duplicate certified by the appropriate governmental authority that issued the original thereof or, if such original is not otherwise yet available, a copy of such Assignment of Mortgage certified by a Responsible Officer the application filed with the appropriate governmental authority pursuant to which the original title document will be issued, or (2) if the laws of the Depositor jurisdiction in which the related Manufactured Home is located do not provide for the issuance of title documents for manufactured housing units, other evidence of ownership of the related Manufactured Home that is customarily relied upon in such jurisdiction as evidence of title to a manufactured housing unit; (3) evidence of one or more of the following types of perfection of the security interest of the Transferor in the related Manufactured Home granted by such Manufactured Home Contract (or, if such evidence is not yet available, a copy of the application or other filing used to obtain such security interest, as appropriate in the applicable jurisdiction): (1) notation of such security interest on the title document, (2) a financing statement meeting the requirements of the UCC, with evidence of recording indicated thereon, (3) a fixture filing in accordance with the UCC, with evidence of filing indicated thereon, or (4) such other evidence of perfection of a security interest in a manufactured housing unit as is customarily relied upon in the jurisdiction in which the related Manufactured Home is located; (4) an original assignment of the Manufactured Home Contract from the initial named payee thereunder to the Transferor (unless the Transferor is the initial named payee for such Manufactured Home Contract); (5) originals of any assumption agreements relating to such Manufactured Home Contract, together with originals of any surety or guaranty agreement relating to such Manufactured Home Contract or to any such assumption agreement, payable to the order of the Transferor, or, if not so payable, endorsed to the order of, or assigned to, the Transferor by the closing attorney holder/payee thereunder without recourse; (6) originals of any extension, modification or by waiver agreement(s) relating to such Manufactured Home Contract; and (7) proof of maintenance of an Insurance Policy for the related Manufactured Home. PROVIDED, HOWEVER, that in the case of any Loans which have been prepaid in full on or after the Cut-Off Date and prior to the date of the execution of this Agreement, the Transferor, in lieu of delivering the above documents, hereby delivers to the Trustee a certification of an officer of the title insurer or agent Transferor of the title insurer nature set forth in Exhibit J attached hereto; and PROVIDED, FURTHER, however, that as to certain Mortgages or assignments thereof which issued have been delivered or are being delivered to recording offices for recording and have not been returned to the related title insurance policy or commitment therefor Transferor in time to be permit their delivery hereunder at the time of such transfer, in lieu of delivering such original documents, the Transferor is delivering to the Trustee a true and complete copy of the original Assignment of Mortgage submitted for recording); and (v) the original, or thereof with a copy certified certification by the Depositor to be a Transferor on the face of such copy substantially as follows: "certified true and correct copy of the original, of each assumption, modification, written assurance or substitution agreement, if anyoriginal which has been transmitted for recordation. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior " The Transferor has agreed pursuant to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of Loan Sale Agreement that it will deliver such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure documents on behalf of the Depositor to the Trustee promptly after they are received, and, with respect to each such Mortgage not delivered by the Closing Date, shall deliver to the Indenture Trustee (x) any original on each date that is 30, 60 and 90 days after the Closing Date, an Officer's Certificate of the Transferor setting forth the related Loan Number for each such Mortgage under Section 2.5(a)(ii) (or where and the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement reason for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (delay and in no event later than 35 Business Days following 90 days after the Closing Date; PROVIDED, HOWEVER, that in those instances where the public recording office retains the original Mortgage or Assignment of Mortgage after it has been recorded or such original document has been lost by the recording office, the Transferor shall be deemed to have satisfied its obligations hereunder if it shall have delivered to the Trustee a copy of such original Mortgage or Assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. The Transferor agrees, at its own expense, to record (or to provide the Trustee with evidence of recordation thereof) each assignment within 60 days of the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii)PROVIDED, as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, howeverHOWEVER, that Assignments of Mortgage Mortgages shall not be required to be submitted for recording with respect to any Mortgage Loan which relates to the Trustee's Loan File if the Indenture Trustee and Trustee, each of the Rating Agencies and the Certificate Insurer shall have received an opinion of counsel satisfactory to the Indenture Trustee and Trustee, each of the Rating Agencies, Agencies and the Certificate Insurer stating that, in such counsel's opinion, recordation of such assignment is not necessary under applicable states law to preserve the failure Trustee's interest in the related loan against the claim of any subsequent transferee of such Loan or any successor to, or creditor of the Depositor or the Transferee; PROVIDED, FURTHER, that any Assignment of Mortgage for which an opinion has been delivered shall be recorded by the Servicer upon the earlier to occur of (1) receipt by the Trustee of the Certificate Insurer's written direction to record such Mortgage, (2) the occurrence of any Event of Default, as such term is defined in this Agreement, or (3) a bankruptcy or insolvency proceeding involving the Borrower is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan. On or prior to the Closing Date the Servicer, at its own expense shall complete the endorsement of each Mortgage Note or Manufactured Home Contract, as applicable, such that the final endorsement appears in the following form: "Pay to the order of _________, without recourse, New South Federal Savings Bank." The Servicer, at its own expense shall also complete each Assignment of Mortgage shall not have a material adverse effect on either in blank or such that the security interest of the Indenture Trustee in the Mortgage. With respect to any original final Assignment of Mortgage referred to appears in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Dateform: "The Chase Manhattan Bank, as Trustee for New South Home Equity Trust 1999-1 formed pursuant to the case may bePooling and Servicing Agreement dated as of May 1, such 1999, among PaineWebber Mortgage Acceptance Corporation IV as Depositor, New South Federal Savings Bank, as Transferor and as Servicer and The Chase Manhattan Bank, as Trustee." (b) Without diminution of the requirements of Sections 2.2(c) and this Section 2.3, all original Assignment of Mortgage documents relating to the Loans that are not delivered to the Trustee are and shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved delivered to the Servicer by the Indenture Trustee in writing with respect to specific Loans upon the request Transferor on behalf of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required Loan Sale Agreement, and shall be held by the applicable recording office to record and return such documents submitted Servicer in trust for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy benefit of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days on behalf of the Closing Date or Subsequent Transfer Date. Any failure of Certificateholders and the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purposeCertificate Insurer. In the event that any such Assignment original document is required pursuant to the terms of Mortgage is lost or returned unrecorded because this Section 2.3 to be a part of a defect thereinLoan File, the Depositor Servicer shall promptly prepare a substitute Assignment deliver such original document to the Trustee. In acting as custodian of Mortgage any such original document, the Servicer agrees further that it does not and will not have or cure such defectassert any beneficial ownership interest in the Loans or the Loan Files. Promptly upon the Depositor's and the Trust's acquisition thereof and the Servicer's receipt thereof, as the case may beServicer on behalf of the Trust shall xxxx conspicuously each original document not delivered to the Trustee, and thereafter cause the Transferor's master data processing records evidencing each such Assignment of Loan with a legend, acceptable to the Trustee and the Certificate Insurer, evidencing that the Trust has purchased the Loans and all right and title thereto and interest therein pursuant to the Loan Sale Agreement and this Agreement. (c) In the event that any Mortgage Note required to be duly recordeddelivered pursuant to this Section 2.3 is conclusively determined by any of the Transferor or the Servicer, to be lost, stolen or destroyed, the Transferor shall, on the Closing Date or the later date upon which such Mortgage Note has been conclusively determined to be lost, deliver to the Trustee a "lost note affidavit" in form and substance acceptable to the Trustee, and shall further agree to hold the Trustee and the Certificate Insurer harmless from any loss or damage resulting from any action taken in reliance on the delivery and possession by the Trustee of such lost note affidavit. Delivery by the Transferor of such lost note affidavit shall not affect the obligations of the Transferor under the Loan Sale Agreement with respect to the related Mortgage Loan.

Delivery of Loan Documents. (a) With respect to each Loan, the Loan Originator and/or the Depositor, as the case may be, shall, on or before the Closing Date the Depositor has delivered related Transfer Date, deliver or caused cause to be delivered to the Custodian Custodian, as the designated agent of the Indenture Trustee Trustee, each of the following documents (collectively, the "Indenture Trustee's Loan FilesINDENTURE TRUSTEE'S LOAN FILE"): (i) With respect to each Mortgage Loan: (1) The original Debt InstrumentPromissory Note, endorsed by the Loan Originator in blank in the following form: "Pay to the order of _________ in blank ______________, without recourse", with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Mortgage Loan to ______the Loan Originator; (ii2) The original Mortgage with evidence of recording thereon (or, if the original Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii3) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording informationin recordable form. The Assignment of Mortgage may be a blanket assignment, from the Depositor to the extent such assignment is effective under applicable law, for Mortgages covering Mortgaged Properties situated within the same county. If the Assignment of Mortgage is in blanket form, an Assignment of Mortgage need not be included in the individual Indenture Trustee in blankTrustee's Loan File; (iv4) The original initial Assignment of Mortgage and any All original intervening Assignments assignments of Mortgagemortgage, with evidence of recording thereon, showing a complete chain of assignment from origination of the Mortgage Loan to the Depositor Loan Originator (or, if any such Assignment assignment of Mortgage mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of such Assignment assignment of Mortgage certified by a Responsible Officer mortgage submitted for recording); (5) The original of the Depositor guaranty (if any) executed in connection with the Promissory Note or by related lease; (6) The originals of all assumption, modification, consolidation or extension agreements relating to the closing attorney Mortgage with evidence of recording thereon, (or, if the originals have not been returned from the applicable public recording office or by an officer are not otherwise available, a copy of such originals submitted for recording); (7) The original attorney's opinion of title and abstract of title or the original mortgagee title insurer insurance policy, or agent of if the title insurer which issued the related original mortgagee title insurance policy has not been issued, the irrevocable commitment to issue the same; (8) The original of any security agreement, chattel mortgage or commitment therefor to be equivalent document executed in connection with the Mortgage Loan; (9) The original assignment of leases and rents, if separate from the related Mortgage, with evidence of recording thereon, or a true and complete copy of the original that has been or will, on or prior to the related Transfer Date be submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (10) The original assignment of assignment of leases and rents, if the assignment of leases and rents is separate from the related Mortgage, from the Loan Originator in blank, in form and substance acceptable for recording; (11) A copy of the UCC-1 Financing Statements and all necessary UCC continuation statements with evidence of filing and/or recording thereon or copies thereof that have been sent for filing and/or recording on or promptly after closing, and UCC Assignments executed by the Loan Originator in blank, which UCC Assignments shall be in form and substance acceptable for filing and/or recording; (12) An environmental indemnity agreement (if any); (13) An Assignment of Mortgage submitted for recording)Loan Documents; and (v14) the originaloriginal Loan Agreement. (ii) With respect to each Equipment Loan: (1) The original Promissory Note, endorsed by the Loan Originator in blank in the following form: "Pay to the order of ______________________, without recourse", with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan to the Loan Originator; (2) The original Security Agreement and, if the Security Agreement was executed pursuant to a power of attorney, the original power of attorney; (3) The original Loan Agreement, to the extent not encompassed in the Loan Agreement with respect to the related Mortgage Loan; (4) The original of the guaranty (if any) executed in connection with the Promissory Note or related lease; (5) The originals of all assumption, modification, consolidation or extension agreements relating to the Security Agreement, or a copy certified by the Depositor to be a true and correct copies thereof; (6) A true and correct copy of the originalUCC-1 Financing Statements and all necessary UCC continuation statements with evidence of filing and/or recording thereon or true copies thereof that have been sent for filing and/or recording on or promptly after closing, and UCC Assignments executed by the Loan Originator in blank, which UCC Assignments shall be in form and substance acceptable for filing and/or recording; and (7) An Assignment of each assumption, modification, written assurance or substitution agreement, if anyLoan Documents. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which each Loan, the original Mortgage is not available as of Loan Originator and the Closing Date or Depositor shall, on the Subsequent related Transfer Date, as the case may be, and with respect deliver or caused to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior be delivered to the Closing Date or Servicer for the Subsequent Transfer Date, as the case may be, a copy benefit of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior as secured party on behalf of the Noteholders, the related Servicer's Loan File. (c) The Indenture Trustee shall cause the Custodian to take and maintain continuous physical possession of the Indenture Trustee's Loan Files in the State of Illinois and, in connection therewith, shall act solely as agent for the Securityholders in accordance with the terms hereof and not as agent for the Loan Originator, the Servicer or any other party. (d) Upon the delivery by the Loan Originator to the expiration Custodian of such 360 day periodany copies of Loan Documents, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, the Loan Originator shall not be deemed a breach of this Agreement for any purpose. In the event to certify and hereby certifies that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment copy is a true, correct and complete copy of Mortgage to be duly recordedthe related original.

Delivery of Loan Documents. Each Originator, (ai) With respect to each Loancontemporaneously with the delivery of this Agreement, on the Closing Date the Depositor has delivered or caused to be delivered to the Custodian as Trustee (or, with respect to the designated agent of Home Improvement Loans, the Indenture Trustee Custodian) each of the following documents for each Initial Loan and (collectivelyii) on each Subsequent Transfer Date, will deliver or cause to be delivered to the Trustee (or, with respect to the Home Improvement Loans, the "Indenture Trustee's Custodian) each of the following documents for each Subsequent Loan Files"):originated by such Originator: (ia) The original Debt InstrumentNote, endorsed by "Pay to the order of holder" or "Pay to the order of _________ __________" and signed, by facsimile or manual signature, in blank the name of the Person delivering the note by a Responsible Officer, with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan originator to ______ (ii) The original Mortgage with evidence of recording thereon (or, if the original Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording)such Person; (iiib) The original executed Assignment of Mortgage, acceptable for recording except with With respect to any currently unavailable recording informationMortgage Loans, from either: (i) the Depositor to the Indenture Trustee in blank; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing (ii) a complete chain of assignment from origination copy of the Loan to Mortgage certified as a true copy by a Responsible Officer where the Depositor (or, if any original has been transmitted for recording until such Assignment of Mortgage has not been time as the original is returned from by the applicable public recording office or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (c) With respect to Mortgage Loans, either: (i) the original Assignment of Mortgage from the Person delivering such Assignment to "The Bank of New York, as Trustee for The Money Store Residential Trust 1998-I" (or, with respect to the FHA Loans, to "First Union Trust Company, National Association, as Co-Trustee for The Money Store Residential Trust 1998-I") with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the Mortgaged Property is located, the Assignment of Mortgage may be effected by one or more blanket assignments for Mortgage Loans secured by Mortgaged Properties located in the same county) (also provided, however, that the Person delivering such Assignment shall not be required to record an assignment of a Mortgage if such Person furnishes to the Trustee or Co-Trustee, as applicable, on or before the Closing Date, at the Person's expense, an opinion of counsel with respect to the relevant jurisdiction that such recording is not otherwise availablenecessary to perfect the Trustee's or Co-Trustee's interest in the related Mortgage Loans (in form and substance and from counsel satisfactory to the Rating Agencies)), or (ii) a copy of such Assignment of Mortgage certified as a true copy by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of where the original Assignment of Mortgage submitted has been transmitted for recording); and recording (v) the originalprovided, or a copy certified by the Depositor to be a true and correct copy of the originalhowever, of each assumption, modification, written assurance or substitution agreement, if any. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which that where the original Assignment of Mortgage is not available as of being delivered to the Closing Date Trustee (or with respect to the Subsequent Transfer Date, as the case may beHome Improvement Loans, the Depositor shall deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording officeCustodian), each such Responsible Officer may complete one or (y) any original Assignment more blanket certificates attaching copies of Mortgage under Section 2.5(a)(iii) and (iv) (one or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that more Assignments of Mortgage relating to the Mortgages originated by the related Originator). Notwithstanding the delivery of opinions specified above the Trustee or Co-Trustee, as applicable, shall not be required cause to be submitted for recording with respect recorded each assignment of a Mortgage upon the earliest to any Loan if occur of (a) the Indenture Trustee and each removal of the Rating Agencies shall have received an opinion of counsel satisfactory Servicer pursuant to Section 10.01 hereof or (b) written notification to the Indenture Trustee and each or Co- Trustee, as applicable, of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment occurrence of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date bankruptcy or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, insolvency relating to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded.Mortgagor;

Delivery of Loan Documents. (a) With respect to each LoanIn connection with the transfers and assignments of the HELOCs, on the Closing Date the Depositor has delivered Seller shall deliver to, and deposit with, or caused cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian as the designated agent of acting on the Indenture Trustee each of Trustee’s behalf, the following documents (collectively, or instruments with respect to each HELOC so transferred and assigned on or before the "Indenture Trustee's Loan Files"):Closing Date: (i) The the original Debt Instrument, Credit Line Agreement endorsed by the Originator in the following form: “Pay to the order of _________ in blank ____, without recourse,” with all prior and intervening endorsements endorsements, showing a complete chain of endorsement from origination of the Loan to ______title; (ii) The if such HELOC is not a MERS HELOC, an original Assignment of Mortgage in blank; (iii) (A) if such HELOC is not a MERS HELOC, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon (or, if cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has not been returned from delivered for recordation or because such original Mortgage has been lost, the applicable public recording office Originator shall deliver or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor cause to be delivered to the Custodian, a true and complete correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage submitted for recordinghas been dispatched to the appropriate public recording official or (ii) andin the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if the Mortgage was executed pursuant to such HELOC is a power of attorneyMERS HELOC, the original power of attorney with evidence of recording thereon (orMortgage, if noting the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy presence of the power “Mortgage Identification Number” of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording information, from the Depositor to the Indenture Trustee in blanksuch MERS HELOC; (iv) The if such HELOC is not a MERS HELOC, if applicable, the original initial Assignment of Mortgage and any original intervening Assignments of MortgageIntervening Assignments, if any, with evidence of recording thereon, showing a complete chain of assignment from origination of the Loan title to the Depositor related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment of Mortgage has not been returned from the applicable public recording office or is not otherwise availablehas been lost, a copy of such Assignment of Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Assignment of Mortgage submitted for recording); and (v) the original, or a copy certified by the Depositor to be a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the originalOriginator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a Title Insurance Policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, written assurance consolidation or substitution agreement, if any., relating to such HELOC; and (bviii) With respect to any Mortgage referred to security agreement, chattel mortgage or equivalent instrument executed in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and connection with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded.

Delivery of Loan Documents. (a) With respect On or before the Business Day immediately preceding each Settlement Date, Seller shall deliver to Buyer the following for each Loan, on the Closing Date the Depositor has delivered or caused Mortgage Loan to be delivered to the Custodian as the designated agent of the Indenture Trustee each of the following documents (collectively, the "Indenture Trustee's Loan Files"):purchased on that Settlement Date: (i1) The original Debt InstrumentNote bearing all intervening endorsements, endorsed "Pay to the order of BankBoston, N.A., without recourse" and signed in the name of Seller by _________ in blank with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan to ______an authorized officer; (ii2) The original Mortgage with evidence of recording thereon; (3) The originals of all intervening assignments of the Mortgage with evidence of recording thereon showing an unbroken chain of title from the originator of the Mortgage Loan to Seller; (4) The original Assignment of Mortgage for each Mortgage Loan, in recordable form, in blank; (5) The Title Insurance Policy or, in lieu thereof, the title insurer's binder or commitment to issue the Title Insurance Policy with a statement by the title insurer or its authorized agent on such commitment or binder that the priority of the lien of the Mortgage as of the date of the origination of the Mortgage Loan is insured; provided, however, that if a binder or commitment shall be delivered in lieu of the original Title Insurance Policy, the Title Insurance Policy in conformity with the binder or commitment shall be delivered to Buyer within sixty (60) days after the Settlement Date; (6) If the Mortgage Loan has at any time been subject to any security interest, pledge or hypothecation for the benefit of any person, Seller shall deliver to Buyer, inform satisfactory to Buyer, a certification by the former secured party that such security interest has been released. (b) In the event that Seller cannot been returned from deliver to Buyer a duly recorded Mortgage or assignment of Mortgage or any other document required to be recorded under this Agreement when required above solely because of a delay caused by the applicable public recording office or is not otherwise availablewhen such document(s) has been delivered for recordation, Seller shall deliver to Buyer a certified copy of the Mortgage certified by each such document(s) with a Responsible Officer of the Depositor or by the closing attorney or statement thereon signed by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorneyinsurer, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office closing agent or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording information, from the Depositor to the Indenture Trustee in blank; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing a complete chain of assignment from origination of the Loan to the Depositor (or, if any such Assignment of Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of such Assignment of Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Assignment of Mortgage submitted for recording); and (v) the original, or a copy certified by the Depositor certifying each to be a true and correct copy of the original, of each assumption, modification, written assurance or substitution agreement, if any. (bdocument(s) With respect delivered to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted official for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor Seller shall deliver each to Buyer such recorded Assignment document(s) with evidence of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee indicated thereon no later than 15 days after Seller receives such document, but in any event, no later that 120 days from the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Settlement Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that missing documents are not received by Buyer within the above-stated time period strictly as a result of delay caused by the public recording office(s), Buyer may by written consent extend the time for delivery of the missing documents if in Buyer's sole discretion Seller is using prudent and diligent follow-up efforts to obtain and deliver the missing documents. In the event that missing documents are not received by Buyer within the above-stated time period or any extension thereof to which Buyer shall have agreed in Buyer's discretion, Buyer may, at any time thereafter before Buyer's receipt of such Assignment missing original documents, exercise any of Mortgage is lost the remedies provided in Article 5 hereof. (c) Within three Business Days following the Settlement Date, Seller shall deliver to Buyer all other Loan Documents not theretofore delivered or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage required to be duly recordedhave been delivered to Buyer.

Delivery of Loan Documents. (a) With respect to each Loan that is not a Table-Funded Loan, the Loan Originator and/or the Depositor, as the case may be, shall, on or before the Closing Date the Depositor has delivered related Transfer Date, deliver or caused cause to be delivered to the Custodian Custodian, as the designated agent of the Indenture Trustee Trustee, each of the following documents (collectively, the "Indenture Trustee's Loan FilesINDENTURE TRUSTEE'S LOAN FILE"): (i) With respect to each Mortgage Loan: (1) The original Debt InstrumentPromissory Note, endorsed by the Loan Originator in blank in the following form: "Pay to the order of _________ in blank ______________, without recourse", with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Mortgage Loan to ______the Loan Originator; (ii2) The original Mortgage with evidence of recording thereon (or, if the original Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii3) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording informationin recordable form. The Assignment of Mortgage may be a blanket assignment, from the Depositor to the extent such assignment is effective under applicable law, for Mortgages covering Mortgaged Properties situated within the same county. If the Assignment of Mortgage is in blanket form, an Assignment of Mortgage need not be included in the individual Indenture Trustee in blankTrustee's Loan File; (iv4) The original initial Assignment of Mortgage and any All original intervening Assignments assignments of Mortgagemortgage, with evidence of recording thereon, showing a complete chain of assignment from origination of the Mortgage Loan to the Depositor Loan Originator (or, if any such Assignment assignment of Mortgage mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of such Assignment assignment of Mortgage certified by a Responsible Officer mortgage submitted for recording); (5) The original of the Depositor guaranty (if any) executed in connection with the Promissory Note or by related lease; (6) The originals of all assumption, modification, consolidation or extension agreements relating to the closing attorney Mortgage with evidence of recording thereon, (or, if the originals have not been returned from the applicable public recording office or by an officer are not otherwise available, a copy of such originals submitted for recording); (7) The original attorney's opinion of title and abstract of title or the original mortgagee title insurer insurance policy, or agent of if the title insurer which issued the related original mortgagee title insurance policy has not been issued, the irrevocable commitment to issue the same; (8) The original of any security agreement, chattel mortgage or commitment therefor to be equivalent document executed in connection with the Mortgage Loan; (9) The original assignment of leases and rents, if separate from the related Mortgage, with evidence of recording thereon, or a true and complete copy of the original that has been or will, on or prior to the related Transfer Date be submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (10) The original assignment of assignment of leases and rents, if the assignment of leases and rents is separate from the related Mortgage, from the Loan Originator in blank, in form and substance acceptable for recording; (11) A copy of the UCC-1 Financing Statements and all necessary UCC continuation statements with evidence of filing and/or recording thereon or copies thereof that have been sent for filing and/or recording on or promptly after closing, and UCC Assignments executed by the Loan Originator in blank, which UCC Assignments shall be in form and substance acceptable for filing and/or recording; (12) An environmental indemnity agreement (if any); (13) An Assignment of Mortgage submitted for recording)Loan Documents; and (v14) the originaloriginal Loan Agreement. (ii) With respect to each Equipment Loan: (1) The original Promissory Note, endorsed by the Loan Originator in blank in the following form: "Pay to the order of ______________________, without recourse", with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan to the Loan Originator; (2) The original Security Agreement and, if the Security Agreement was executed pursuant to a power of attorney, the original power of attorney; (3) The original Loan Agreement, to the extent not encompassed in the Loan Agreement with respect to the related Mortgage Loan; (4) The original of the guaranty (if any) executed in connection with the Promissory Note or related lease; (5) The originals of all assumption, modification, consolidation or extension agreements relating to the Security Agreement, or a copy certified by the Depositor to be a true and correct copies thereof; (6) A true and correct copy of the originalUCC-1 Financing Statements and all necessary UCC continuation statements with evidence of filing and/or recording thereon or true copies thereof that have been sent for filing and/or recording on or promptly after closing, and UCC Assignments executed by the Loan Originator in blank, which UCC Assignments shall be in form and substance acceptable for filing and/or recording; and (7) An Assignment of each assumption, modification, written assurance or substitution agreement, if anyLoan Documents. (b) With respect to any Mortgage referred to in Section 2.5(a)(iieach Table-Funded Loan: (i) as to which By no later than 2:00 p.m., New York City time, on the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, the Loan Originator shall cause the Bailee to deliver, by facsimile, copies of: (1) a fully executed Bailee Agreement (to the extent that the Bailee Agreement has not been previously delivered to the Custodian and Initial Noteholder) and Bailee Trust Receipt issued thereunder (as required in the case may be, Bailee Agreement) to the Custodian and with respect Initial Noteholder; and (2) the fully executed Promissory Note to any Assignment of Mortgage referred the Custodian (to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the extent that the original Assignment of Mortgage is Promissory Note has not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior been previously delivered to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee Custodian). (xii) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Within three Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the DepositorLoan Originator shall have delivered or caused to be delivered to the Custodian, by overnight courier, the Indenture Trustee's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was Loan File documents not previously submitted for recording; provideddelivered pursuant hereto. (iii) By no later than 2:00 p.m., howeverNew York City time, that Assignments on the Transfer Date, the Loan Originator shall cause the Settlement Agent to deliver, by facsimile, copies of Mortgage shall not be required to be submitted for recording with respect to fully executed Escrow Instructions and any Loan Insured Closing Letter, if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory any, to the Indenture Trustee Custodian and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. Initial Noteholder; (c) With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which each Loan, the Loan Originator and the Depositor shall, on the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (deliver or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office caused to be a true and correct copy of the original, delivered to the Indenture Trustee no later than Servicer for the earlier benefit of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior as secured party on behalf of the Noteholders, the related Servicer's Loan File. (d) The Indenture Trustee shall cause the Custodian to take and maintain continuous physical possession of the Indenture Trustee's Loan Files in the State of Illinois and, in connection therewith, shall act solely as agent for the Securityholders in accordance with the terms hereof and not as agent for the Loan Originator, the Servicer or any other party. (e) Upon the delivery by the Loan Originator to the expiration Custodian of such 360 day periodany copies of Loan Documents, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, the Loan Originator shall not be deemed a breach of this Agreement for any purpose. In the event to certify and hereby certifies that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment copy is a true, correct and complete copy of Mortgage to be duly recordedthe related original.

Delivery of Loan Documents. Each Originator, (ai) With respect to each Loancontemporaneously with the delivery of this Agreement, on the Closing Date the Depositor has delivered or caused to be delivered to the Custodian as Trustee (or, with respect to the designated agent of Home Improvement Loans, the Indenture Trustee Custodian) each of the following documents for each Initial Loan and (collectivelyii) on each Subsequent Transfer Date, will deliver or cause to be delivered to the Trustee (or, with respect to the Home Improvement Loans, the "Indenture Trustee's Custodian) each of the following documents for each Subsequent Loan Files"):originated by such Originator: (ia) The original Debt InstrumentNote, endorsed by "Pay to the order of holder" or "Pay to the order of _________ __________" and signed, by facsimile or manual signature, in blank the name of the Person delivering the note by a Responsible Officer, with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan originator to ______ (ii) The original Mortgage with evidence of recording thereon (or, if the original Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording)such Person; (iiib) The original executed Assignment of Mortgage, acceptable for recording except with With respect to any currently unavailable recording informationMortgage Loans, from either: (i) the Depositor to the Indenture Trustee in blank; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing (ii) a complete chain of assignment from origination copy of the Loan to Mortgage certified as a true copy by a Responsible Officer where the Depositor (or, if any original has been transmitted for recording until such Assignment of Mortgage has not been time as the original is returned from by the applicable public recording office or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (c) With respect to Mortgage Loans, either: (i) the original Assignment of Mortgage from the Person delivering such Assignment to "The Bank of New York, as Trustee for The Money Store Residential Trust 1997-I" (or, with respect to the FHA Loans, to "Chase Manhattan Bank Delaware, as Custodian for The Money Store Residential Trust 1997-I") with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the Mortgaged Property is not otherwise availablelocated, the Assignment of Mortgage may be effected by one or more blanket assignments for Mortgage Loans secured by Mortgaged Properties located in the same county), or (ii) a copy of such Assignment of Mortgage certified as a true copy by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of where the original Assignment of Mortgage submitted has been transmitted for recording); and recording (v) the originalprovided, or a copy certified by the Depositor to be a true and correct copy of the originalhowever, of each assumption, modification, written assurance or substitution agreement, if any. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which that where the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior being delivered to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property recordsTrustee, each original Assignment such Responsible Officer may complete one or more blanket certificates attaching copies of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that one or more Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory relating to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which Mortgages originated by the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded.Originator);

Delivery of Loan Documents. (a) With respect In connection with each conveyance pursuant to each LoanSection 2.1 or 2.2 hereof, the Transferor has delivered or does hereby agree to deliver on or before the Closing Date the Depositor has delivered or caused to be delivered to the Custodian as Trustee the designated agent of the Indenture Trustee Certificate Insurance Policy and each of the following documents (collectively, for each Loan sold by the "Indenture Trustee's Loan Files"):Transferor to the Depositor and sold by the Depositor to the Trust Fund: (i1) The original Debt InstrumentMortgage Note, bearing, or accompanied by, all prior and intervening endorsements or assignments showing a complete chain of endorsement or assignment from the originator of the Loan to Transferor and further endorsed by without recourse in the following form: "Pay to the order of _________ in blank with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan to ______, without recourse" and signed by manual or facsimile signature in the name of an authorized officer of the Transferor; (ii2) The original Mortgage with evidence of recording thereon (orindicated thereon; provided, however, that if the original such Mortgage has not been returned from the applicable public recording office or office, then such recorded Mortgage shall be delivered when so returned; (3) An assignment of the original Mortgage, in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is not otherwise availablelocated, a copy in the name of the holder of record of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or Loan by an authorized officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney (with evidence of submission for recordation of such assignment in the appropriate real estate recording thereon (oroffice for such Mortgaged Property to be received by the Trustee within 30 days of the Closing Date with respect to the Initial Loans and, if with respect to the original power Subsequent Loans, within 30 days of attorney the Subsequent Transfer Date unless the related Mortgage or intervening assignment has not been returned from the applicable public recording office or is not otherwise availableoffice, a copy in which case the Transferor shall submit the Assignment of Mortgage for recording within 30 days of the power of attorney certified by a Responsible Officer return of the Depositor related Mortgage or intervening assignment and a recorded Assignment of original Mortgage to be received by the closing attorney or by an officer Trustee within 360 days of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii) The original executed Assignment of Mortgage, acceptable for recording except Closing Date with respect to any currently unavailable recording informationthe Initial Loans, from the Depositor and with respect to the Indenture Trustee in blank; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of MortgageSubsequent Loans, with evidence of recording thereon, showing a complete chain of assignment from origination within 360 days of the Loan to Subsequent Transfer Date); provided, however, that if the Depositor (or, if any such Assignment of related Mortgage has not been returned from the applicable recording office, then such assignment shall be delivered when so returned (and a blanket assignment with respect to each unrecorded Mortgage shall be delivered on the Closing Date); (4) Any recorded intervening assignments of the Mortgage with evidence of recording thereon; (5) Any assumption, modification, consolidation or extension agreements; and (6) the original or duplicate lender's title insurance policy and all riders thereto, or title insurance binder/commitment, if applicable; provided, however, that in the case of any Loans which have been prepaid in full on or after the Cut-Off Date and prior to the date of the execution of this Agreement, the Transferor, in lieu of delivering the above documents, hereby delivers to the Trustee a certification of an officer of the Transferor of the nature set forth in Exhibit J attached hereto; and provided, further, however, that as to certain Mortgages or assignments thereof which have been delivered or are being delivered to recording offices for recording and have not been returned to the Transferor in time to permit their delivery hereunder at the time of such transfer, in lieu of delivering such original documents, the Transferor is delivering to the Trustee a true copy thereof with a certification by the Transferor on the face of such copy substantially as follows: "certified true and correct copy of original which has been transmitted for recordation." The Transferor has agreed pursuant to the Loan Sale Agreement that it will deliver such original documents on behalf of the Depositor to the Trustee on or prior to the Closing Date; provided, further, that in those instances where the public recording office retains the original Mortgage, intervening assignment or is not otherwise availableAssignment of Mortgage after it has been recorded or such original document has been lost by the recording office, the Transferor shall be deemed to have satisfied its obligations hereunder if it shall have delivered to the Trustee a copy of such original Mortgage, intervening assignment or Assignment of Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor public recording office to be a true and complete copy of the recorded original Assignment thereof. The Transferor agrees, at its own expense, to record (or to provide the Trustee with evidence of Mortgage submitted for recording); and (vrecordation thereof) the original, or a copy certified by the Depositor to be a true and correct copy of the original, of each assumption, modification, written assurance or substitution agreement, if any. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as assignment within 30 days of the Closing Date or with respect to the Subsequent Transfer Date, as the case may beInitial Loans, and with respect to any Assignment the Subsequent Loans, within 30 days of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original unless the related Mortgage or intervening assignment has not been returned from the applicable recording office, in which case the Transferor shall submit the Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment for recording within 30 days of the return of the related Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; or intervening assignment and provided, howeverfurther, that Assignments of Mortgage Mortgages shall not be required to be submitted for recording with respect to any Mortgage Loan which relates to the Trustee's Loan File if the Indenture Trustee and Trustee, each of the Rating Agencies and the Certificate Insurer shall have received an opinion of counsel satisfactory to the Indenture Trustee and Trustee, each of the Rating Agencies, Agencies and the Certificate Insurer stating that, in such counsel's opinion, recordation of such assignment is not necessary under applicable states law to preserve the failure Trustee's interest in the related loan against the claim of any subsequent transferee of such Loan or any successor to, or creditor of the Depositor or the Transferor; provided, further, that any Assignment of Mortgage for which an opinion has been delivered shall be recorded by the Servicer upon the earlier to occur of (1) receipt by the Trustee of the Certificate Insurer's written direction to record such Mortgage, (2) the occurrence of any Event of Default, as such term is defined in this Agreement, or (3) a bankruptcy or insolvency proceeding involving the Borrower is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan. On or prior to the Closing Date the Servicer, at its own expense shall complete the endorsement of each Mortgage Note such that the final endorsement appears in the following form: "Pay to the order of _________, without recourse, New South Federal Savings Bank." The Servicer, at its own expense shall also complete each Assignment of Mortgage shall not have a material adverse effect on either in blank or such that the security interest of the Indenture Trustee in the Mortgage. With respect to any original final Assignment of Mortgage referred to appears in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Dateform: "The Bank of New York, as Trustee for New South Home Equity Trust 1999-2 formed pursuant to the case may bePooling and Servicing Agreement dated as of November 1, such 1999, among PaineWebber Mortgage Acceptance Corporation IV as Depositor, New South Federal Savings Bank, as Transferor and as Servicer and The Bank of New York, as Trustee." (b) Without diminution of the requirements of Sections 2.2(c) and this Section 2.3, all original Assignment of Mortgage documents relating to the Loans that are not delivered to the Trustee are and shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved delivered to the Servicer by the Indenture Trustee in writing with respect to specific Loans upon the request Transferor on behalf of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required Loan Sale Agreement, and shall be held by the applicable recording office to record and return such documents submitted Servicer in trust for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy benefit of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days on behalf of the Closing Date or Subsequent Transfer Date. Any failure of Certificateholders and the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purposeCertificate Insurer. In the event that any such Assignment original document is required pursuant to the terms of Mortgage is lost or returned unrecorded because this Section 2.3 to be a part of a defect thereinLoan File, the Depositor Servicer shall promptly prepare deliver such original document to the Trustee. In acting as custodian of any such original document, the Servicer agrees further that it does not and will not have or assert any beneficial ownership interest in the Loans or the Loan Files. Promptly upon the Depositor's and the Trust's acquisition thereof and the Servicer's receipt thereof, the Servicer on behalf of the Trust shall xxxx the Transferor's master data processing records evidencing each Loan with a substitute Assignment legend, acceptable to the Trustee and the Certificate Insurer, evidencing that the Trust has purchased the Loans and all right and title thereto and interest therein pursuant to the Loan Sale Agreement and this Agreement. (c) In the event that any Mortgage Note required to be delivered pursuant to this Section 2.3 is conclusively determined by any of the Transferor or the Servicer, to be lost, stolen or destroyed, the Transferor shall, on the Closing Date or the later date upon which such Mortgage or cure such defectNote has been conclusively determined to be lost, as deliver to the case may beTrustee a "lost note affidavit" in form and substance acceptable to the Trustee and the Certificate Insurer, and thereafter cause each shall further agree to hold the Trustee and the Certificate Insurer harmless from any loss or damage resulting from any action taken in reliance on the delivery and possession by the Trustee of such Assignment lost note affidavit; provided, however, that the Aggregate Principal Balance of the Loans with lost notes may not exceed 1% of the Maximum Collateral Amount. Delivery by the Transferor of such lost note affidavit to the Trustee, with a copy to the Certificate Insurer, shall not affect the obligations of the Transferor under the Loan Sale Agreement with respect to the related Mortgage to be duly recordedLoan.

Delivery of Loan Documents. (a) With respect to each LoanIn connection with the transfers and assignments of the HELOCs, on the Closing Date the Depositor has delivered Seller shall deliver to, and deposit with, or caused cause to be delivered to and deposited with, the Indenture Trustee, and/or the Custodian as the designated agent of acting on the Indenture Trustee each of Trustee’s behalf, the following documents (collectively, or instruments with respect to each HELOC so transferred and assigned on or before the "Indenture Trustee's Loan Files"): Closing Date: (i) The the original Debt Instrument, Credit Line Agreement endorsed by the Originator in the following form: “Pay to the order of _________ in blank ____, without recourse,” with all prior and intervening endorsements endorsements, showing a complete chain of endorsement from origination of the Loan to ______ title; (ii) The if such HELOC is not a MERS HELOC, an original Assignment of Mortgage in blank; (iii)(A) if such HELOC is not a MERS HELOC, the original recorded Mortgage or, if in connection with such HELOC, the original recorded Mortgage with evidence of recording thereon (or, if cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such original Mortgage has not been returned from delivered for recordation or because such original Mortgage has been lost, the applicable public recording office Originator shall deliver or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor cause to be delivered to the Custodian, a true and complete correct copy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, a certification of the Originator, title company, escrow agent or closing attorney stating that such original Mortgage submitted for recordinghas been dispatched to the appropriate public recording official or (ii) andin the case of an original Mortgage that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded, and (B) if the Mortgage was executed pursuant to such HELOC is a power of attorneyMERS HELOC, the original power of attorney with evidence of recording thereon (orMortgage, if noting the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy presence of the power “Mortgage Identification Number” of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording); (iii) The original executed Assignment of Mortgage, acceptable for recording except with respect to any currently unavailable recording information, from the Depositor to the Indenture Trustee in blank; such MERS HELOC; (iv) The if such HELOC is not a MERS HELOC, if applicable, the original initial Assignment of Mortgage and any original intervening Assignments of MortgageIntervening Assignments, if any, with evidence of recording thereon, showing a complete chain of assignment from origination of the Loan title to the Depositor related Mortgage from the Mortgagor to the related Originator (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment of Mortgage has not been returned from the applicable public recording office or is not otherwise availablehas been lost, a copy of such Assignment of Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Assignment of Mortgage submitted for recording); and (v) the original, or a copy certified by the Depositor to be a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, a certification of the originalOriginator, title company, escrow agent or closing attorney stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded; (v) either a Title Insurance Policy or guaranty title with respect to the related Mortgaged Property; (vi) the original of any guaranty executed in connection with such HELOC; (vii) the original of each assumption, modification, written assurance consolidation or substitution agreement, if any. , relating to such HELOC; and (bviii) With respect to any Mortgage referred to security agreement, chattel mortgage or equivalent instrument executed in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and connection with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which the original Assignment of Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, the Depositor shall deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording office), or (y) any original Assignment of Mortgage under Section 2.5(a)(iii) and (iv) (or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded.

Delivery of Loan Documents. Each Originator, (ai) With respect to each Loancontemporaneously with the delivery of this Agreement, on the Closing Date the Depositor has delivered or caused to be delivered to the Custodian as Trustee (or, with respect to the designated agent of Home Improvement Loans, the Indenture Trustee Custodian) each of the following documents for each Initial Loan and (collectivelyii) on each Subsequent Transfer Date, will deliver or cause to be delivered to the Trustee (or, with respect to the Home Improvement Loans, the "Indenture Trustee's Custodian) each of the following documents for each Subsequent Loan Files"):originated by such Originator: (ia) The original Debt InstrumentNote, endorsed by "Pay to the order of holder" or "Pay to the order of _________ __________" and signed, by facsimile or manual signature, in blank the name of the Person delivering the note by a Responsible Officer, with all prior and intervening endorsements showing a complete chain of endorsement from origination of the Loan originator to ______ (ii) The original Mortgage with evidence of recording thereon (or, if the original Mortgage has not been returned from the applicable public recording office or is not otherwise available, a copy of the Mortgage certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of the original Mortgage submitted for recording) and, if the Mortgage was executed pursuant to a power of attorney, the original power of attorney with evidence of recording thereon (or, if the original power of attorney has not been returned from the applicable public recording office or is not otherwise available, a copy of the power of attorney certified by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor, to be a true and complete copy of the original power of attorney submitted for recording)such Person; (iiib) The original executed Assignment of Mortgage, acceptable for recording except with With respect to any currently unavailable recording informationMortgage Loans, from either: (i) the Depositor to the Indenture Trustee in blank; (iv) The original initial Assignment of Mortgage and any original intervening Assignments of Mortgage, with evidence of recording thereon, showing (ii) a complete chain of assignment from origination copy of the Loan to Mortgage certified as a true copy by a Responsible Officer where the Depositor (or, if any original has been transmitted for recording until such Assignment of Mortgage has not been time as the original is returned from by the applicable public recording office or (iii) a copy of the Mortgage certified by the public recording office in those instances where the original recorded Mortgage has been lost; (c) With respect to Mortgage Loans, either: (i) the original Assignment of Mortgage from the Person delivering such Assignment to "The Bank of New York, as Trustee for The Money Store Residential Trust 1997-II" (or, with respect to the FHA Loans, to "First Union Trust Company, National Association, as Co-Trustee for The Money Store Residential Trust 1997-II") with evidence of recording thereon (provided, however, that where permitted under the laws of the jurisdiction wherein the Mortgaged Property is not otherwise availablelocated, the Assignment of Mortgage may be effected by one or more blanket assignments for Mortgage Loans secured by Mortgaged Properties located in the same county), or (ii) a copy of such Assignment of Mortgage certified as a true copy by a Responsible Officer of the Depositor or by the closing attorney or by an officer of the title insurer or agent of the title insurer which issued the related title insurance policy or commitment therefor to be a true and complete copy of where the original Assignment of Mortgage submitted has been transmitted for recording); and recording (v) the originalprovided, or a copy certified by the Depositor to be a true and correct copy of the originalhowever, of each assumption, modification, written assurance or substitution agreement, if any. (b) With respect to any Mortgage referred to in Section 2.5(a)(ii) as to which the original Mortgage is not available as of the Closing Date or the Subsequent Transfer Date, as the case may be, and with respect to any Assignment of Mortgage referred to in Section 2.5(a)(iii) or Section 2.5(a)(iv) as to which that where the original Assignment of Mortgage is not available as of being delivered to the Closing Date Trustee (or with respect to the Subsequent Transfer Date, as the case may beHome Improvement Loans, the Depositor shall deliver, prior to the Closing Date or the Subsequent Transfer Date, as the case may be, a copy of such Mortgage or such Assignment of Mortgage, as the case may be, certified by the Depositor to be a true and correct copy, to the Indenture Trustee and shall also deliver the original Mortgage, or where the original Mortgage is unavailable a copy thereof certified by the applicable public recording office, and the original Assignment of Mortgage, or where the original Assignment of Mortgage is unavailable a copy thereof certified by the applicable public recording office, to the Indenture Trustee within five Business Days of receipt thereof by the Depositor but in no event later than 360 days following the date of origination of the related Loan or the date of such Assignment of Mortgage to the Depositor. The failure of the Depositor to deliver to the Indenture Trustee (x) any original Mortgage under Section 2.5(a)(ii) (or where the original is unavailable a copy thereof certified by the applicable public recording officeCustodian), each such Responsible Officer may complete one or (y) any original Assignment more blanket certificates attaching copies of Mortgage under Section 2.5(a)(iii) and (iv) (one or where the original is unavailable a copy thereof certified by the applicable public recording office), shall not be deemed a breach of this Agreement for any purpose whatsoever until the expiration of such 360 day period. The Depositor shall promptly (and in no event later than 35 Business Days following the Closing Date and each Subsequent Transfer Date) submit for recording, at the Depositor's expense, in the appropriate public office for real property records, each original Assignment of Mortgage referred to in Section 2.5(a)(iii), as well as each original Assignment of Mortgage referred to in Section 2.5(a)(iv) that was not previously submitted for recording; provided, however, that more Assignments of Mortgage shall not be required to be submitted for recording with respect to any Loan if the Indenture Trustee and each of the Rating Agencies shall have received an opinion of counsel satisfactory relating to the Indenture Trustee and each of the Rating Agencies, stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a material adverse effect on the security interest of the Indenture Trustee in the Mortgage. With respect to any original Assignment of Mortgage referred to in Section 2.5(a)(iii) as to which Mortgages originated by the related recording information is unavailable within five Business Days following the Closing Date or Subsequent Transfer Date, as the case may be, such original Assignment of Mortgage shall be submitted for recording within five Business Days after receipt of such information (or any longer period as approved by the Indenture Trustee in writing with respect to specific Loans upon the request of the Depositor pursuant to an Officer's Certificate in accordance with Accepted Servicing Procedures stating the amount of time generally required by the applicable recording office to record and return such documents submitted for recordation) after the Closing Date or Subsequent Transfer Date. The Depositor shall deliver each recorded Assignment of Mortgage referred to in Section 2.5(a)(iii) or, where the original is unavailable, a copy thereof certified by the applicable public recording office to be a true and correct copy of the original, to the Indenture Trustee no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 360 days of the Closing Date or Subsequent Transfer Date. Any failure of the Depositor to deliver to the Indenture Trustee, prior to the expiration of such 360 day period, any such recorded Assignment of Mortgage, or such certified copy if such recorded Assignment of Mortgage has not been received by it, shall not be deemed a breach of this Agreement for any purpose. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter cause each such Assignment of Mortgage to be duly recorded.Originator);