Common use of Delivery of Mortgage Loan Documents Clause in Contracts

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall, at least two (2) Business Days prior to various conveyance documents to be executed on the related Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date (or such later date as the Purchaser may reasonably request), deliver and release to the Purchaser, or its designee, the Mortgage Loan Documents with respect to each Mortgage Loan pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 180 days from the related Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is agreed to delayed in making such delivery by reason of the fact that such documents shall not have been returned by the Purchaser and appropriate recording office). If delivery is not completed within 180 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller (each shall deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a Servicing Officer of the Seller, confirming that such document has been accepted for recording and shall use its best efforts to deliver such document within twelve (12) months of the related Closing Date and such later date is referred to as a “Mortgage File Delivery Date”). To the extent received by it, the items Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of each any Mortgage File as defined Loan entered into in section 2.01 of the Pooling and Servicing Agreement, accordance with this Agreement within two (2) weeks after their execution; provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsPurchaser, under the circumstances set forth below: (x) in lieu of the original Mortgageor its designee, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification copy, certified by the Seller on as a true copy, of any such document submitted for recordation within two (2) weeks after its execution, and shall promptly provide the face original of any document submitted for recordation or a copy of such copy, substantially as follows: “Certified document certified by the appropriate public recording office to be a true and correct complete copy of the original, which has been transmitted for recording;” original within two (y2) in lieu weeks of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification its return from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effectappropriate public recording office. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentspay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, Custodian or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the upon written request of the Purchaser, to the Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's designee shall be responsible for recording the Assignments of Mortgage and shall be reimbursed by the Seller will assist for the Purchaser in effecting costs associated therewith pursuant to the assignment referred to abovepreceding sentence.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall, at least seven (7) Business Days prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date (or such later date as is agreed the Purchaser may reasonably request), deliver and release to the Purchaser, or its designee, the Mortgage Loan Documents with respect to each Mortgage Loan. To the extent that any such Mortgage Loan Documents have been delivered for recording and have not yet been returned to the Seller by the Purchaser and applicable recording office, the Seller (each shall, promptly following receipt by it of such Mortgage Loan Documents from the Closing Date and applicable recording office, deliver such later date is referred documents to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, Purchaser or its designee; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee recorded document or intervening assignments a clerk-certified copy thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, shall be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to no later than one hundred eighty (180) days following the Closing Date, the Seller, in lieu of delivering the above documents, may deliver subject to the Trustee a certification by following paragraph. In the Seller to such effect. The Seller shall deliver event that such original documents (including or copy of any original documents as to which certified copies had previously been delivered) or such certified copies document submitted for recordation to the Trustee promptly after they are received. The Seller shall cause appropriate public recording office is not so delivered to the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 Purchaser or its designee within one hundred eighty (180) days after following the Closing Date, or, and in lieu the event that the Seller does not cure such failure within sixty (60) days after receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at a price and in the Purchaser manner specified in effecting Section 7.03. The foregoing repurchase obligation shall not apply in the assignment referred event the Seller cannot cause the Servicer to abovedeliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a Servicing Officer of the Servicer, confirming that such document has been accepted for recording and that the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within one hundred eighty (180) days after receipt of written notification of such failure from the Purchaser, the Seller shall repurchase the Mortgage Loan at the price and in the manner specified in Section 7.03. To the extent received by it, the Servicer shall promptly forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant Seller is currently in possession of the following original Mortgage Loan Documents for each Mortgage Loan: (A) the original Mortgage Note bearing all intervening endorsements, endorsed “Pay to various conveyance documents the order of _________, without recourse” and signed in the name of the Seller by an authorized officer. To the extent that there is no room on the face of the Mortgage Notes for endorsements, the endorsement may be contained on an allonge, if state law so allows and the custodian is so advised by the Seller that state law so allows; and (B) the original Mortgage with evidence of recording thereon. If in connection with any Mortgage Loan, the Seller cannot deliver or cause to be executed delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date and pursuant to because of a delay caused by the Pooling and Servicing Agreement, public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loansoriginal recorded Mortgage, the Seller has delivered or will shall deliver or cause to be delivered to the Trustee custodian, a photocopy of such Mortgage, together with (i) in the case of a delay caused by the Closing Date or such later date as is agreed to by the Purchaser and public recording office, an Officer’s Certificate of the Seller (each of stating that such Mortgage has been dispatched to the Closing Date appropriate public recording office for recordation and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee recorded Mortgage or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified Mortgage certified by such public recording office to be a true and correct complete copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments original recorded Mortgage will be promptly delivered to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced custodian upon receipt thereof by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that or (ii) in the case of a Mortgage Loans which have been prepaid where a public recording office retains the original recorded Mortgage or in full the case where a Mortgage is lost after the Cut-off Date and prior to the Closing Daterecordation in a public recording office, the Seller, in lieu a copy of delivering the above documents, may deliver to the Trustee a certification such Mortgage certified by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage be a true and intervening assignments, if any, and the assignment complete copy of the Mortgage to be original recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.Mortgage;

Delivery of Mortgage Loan Documents. Pursuant (a) On or prior to various conveyance documents to be executed on the Closing Date or Subsequent Transfer Date, as applicable, the related Originator shall deliver to the Unaffiliated Seller, and the Unaffiliated Seller shall deliver to the Collateral Agent, on behalf of the Indenture Trustee (as pledgee of the Trust pursuant to the Pooling Indenture, the Trust being the assignee of the Depositor pursuant to the Sale and Servicing Agreement), each of the Purchaser will assign on documents for each applicable Mortgage Loan in accordance with the provisions of Section 2.05 of the Sale and Servicing Agreement. (b) As promptly as practicable, but in any event within thirty (30) days from the Closing Date all of its rightor the Subsequent Transfer Date, title and interest as applicable, the Unaffiliated Seller shall promptly submit, or cause to be submitted by the related Originator, for recording in and the appropriate public office for real property records, each assignment referred to the Mortgage Loans to the Trustee for the benefit in Section 2.05(a)(iv) of the CertificateholdersSale and Servicing Agreement. The Collateral Agent, on behalf of the Indenture Trustee, shall be required to retain a copy of each assignment submitted for recording. In connection with the transfer and event that any such assignment is lost or returned unrecorded because of the Mortgage Loansa defect therein, the Unaffiliated Seller has delivered or will such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall submit each such assignment for recording. (c) The Unaffiliated Seller or the related Originator shall, within five (5) Business Days after the receipt thereof, deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each Collateral Agent, on behalf of the Closing Date and such later date is referred Indenture Trustee (as pledgee of the Trust pursuant to as a “Mortgage File Delivery Date”)the Indenture, the items of each Mortgage File as defined in section 2.01 Trust being the assignee of the Pooling Depositor pursuant to the Sale and Servicing Agreement): (i) the original recorded Mortgage and related power of attorney, providedif any, howeverin those instances where a copy thereof certified by the related Originator was delivered to the Collateral Agent, that in lieu on behalf of the foregoingIndenture Trustee, pursuant to Section 2.05 of the Seller may deliver Sale and Servicing Agreement; (ii) the following documentsoriginal recorded assignment of Mortgage from the related Originator to the Indenture Trustee, under which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the circumstances set forth below: originator of the Mortgage Loan to the Indenture Trustee in those instances where copies of such assignments certified by the related Originator were delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to Section 2.05 of the Sale and Servicing Agreement; and (xiii) the title insurance policy or title opinion required in lieu Section 2.05(a)(vi) of the Sale and Servicing Agreement. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, assignments power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee Collateral Agent, on behalf of the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or intervening assignments thereof which have been deliveredassignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward or cause to be forwarded to the Collateral Agent, are being delivered on behalf of the Indenture Trustee, additional original documents evidencing an assumption or will upon receipt modification of recording information a Mortgage Loan. (d) All original documents relating to the Mortgage required to be included thereon, be Loans that are not delivered to recording offices for recording the Collateral Agent, on behalf of the Indenture Trustee, as permitted by Section 2.05(a) hereof are and have not been returned in time to permit their delivery as specified aboveshall be held by the Servicer, the Unaffiliated Seller may deliver a true copy thereof with a certification by or the Seller related Originator in trust for the benefit of the Indenture Trustee, on behalf of the face Noteholders and the Note Insurer. In the event that any such original document is required pursuant to the terms of such copy, substantially as follows: “Certified this Section 2.05 to be a true and correct copy part of an Indenture Trustee's Mortgage File, such document shall be delivered promptly to the Collateral Agent, on behalf of the original, which has been transmitted for recording;” (y) in lieu of Indenture Trustee. From and after the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu sale of the Mortgage Notes relating Loans to the Depositor pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans prior to the vesting of legal title in the Indenture Trustee, such title shall be retained in trust for the Trust as the owner of the Mortgage Loans, each identified in as the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anyDepositor's assignee, and the assignment of Indenture Trustee, as the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveTrust's pledgee.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall on or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to before the Closing Date, the Seller, in lieu of delivering the above documents, may deliver with respect to the Initial Mortgage Loans, and shall on or before the Subsequent Transfer Date with respect to Subsequent Mortgage Loans, deliver, or cause the Unaffiliated Seller to deliver, to the Collateral Agent, on behalf of the Indenture Trustee a certification (as pledgee of the Trust pursuant to the Indenture), the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Seller to such effect. The Seller shall deliver such related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original documents Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office; (including any original documents as to which iii) the recorded mortgage assignment, or copy thereof certified copies had previously been delivered) or such certified copies to by the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and a completed assignment thereof in recordable form cannot be delivered by the related Originator to the Unaffiliated Seller, and by the Unaffiliated Seller to the Collateral Agent, on behalf of the Indenture Trustee prior to or concurrently with the execution and delivery of this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the related Subsequent Transfer Date), due to a delay in connection with recording, the related Originator may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor does hereby with respect to the Initial Mortgage Loans, and will on or will before the Subsequent Transfer Date with respect to Subsequent Mortgage Loans, deliver or cause to be delivered to the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)recorded mortgage assignment, the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and a completed assignment thereof in recordable form cannot be delivered by the Depositor to the Trustee prior to or concurrently with the execution and delivery of this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the Subsequent Transfer Date), due to a delay in connection with recording, the Depositor may:

Delivery of Mortgage Loan Documents. Pursuant With respect to various conveyance documents to be executed on the Closing Date and pursuant each Mortgage Loan, five (5) Business Days prior to the Pooling and Servicing Agreementrelated Closing Date, the Purchaser will assign on the Closing Date all of its right, title Seller shall deliver and interest in and release to the Custodian the following documents (with the exceptions noted below): (i) The original Mortgage Loans Note endorsed by manual [or facsimile] signature in blank in the following form: “Pay to the Trustee order of ___________, without recourse” with all intervening endorsements showing a complete chain of endorsements from the originator to the Seller; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed Assignment of Mortgage, from the Seller in blank, which assignment shall be in form and substance acceptable for recording; (iii) For each Mortgage Loan that is not a MERS Mortgage Loan, the benefit original recorded Mortgage and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the CertificateholdersMIN for that Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS, with evidence of recording thereon. In If in connection with the transfer and assignment of the any Mortgage LoansLoan, the Seller has not delivered or will caused to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Seller shall deliver or cause to be delivered to the Trustee Purchaser or the Purchaser’s designee, (a) in the case of a delay caused by the Closing Date or public recording office, a copy of such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct complete copy of the original, which has been transmitted for recording;” original recorded Mortgage and (yb) in lieu the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (iv) Recorded originals of any intervening assignments, showing a complete chain of title from the originator to the Seller (or to MERS, if the Mortgage Loan is registered on the MERS System), with evidence of recording thereon; (v) Originals of each assumption, modification, written assurance or substitution of liability agreement, if any; (vi) The original of each guarantee executed in connection with the Mortgage Note, if any; (vii) If the Loan-to-Value Ratio indicated on the Mortgage Loan Schedule exceeds 80%, the Seller shall provide the name of the insurer of the related Primary Mortgage Insurance Policy, the amount of the Primary Mortgage Insurance Policy and the certificate number of the Primary Mortgage Insurance Policy, if any; and (viii) If the Mortgage Note, the Mortgage, assignments to the Trustee any Assignment of Mortgage or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced any other related document has been signed by a certification from Person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS System to indicate that such Mortgage Loans have been assigned by the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided furtherin accordance with this Agreement (or deleting, however, that in the case of Mortgage Loans which have been prepaid are repurchased in full after accordance with this Agreement) by including in such computer files the Cut-off Date information required by the MERS System to identify the Purchaser and prior the series in which such Mortgage Loans were sold. The Seller further agrees that it will not alter the information required by the MERS System as referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or as otherwise directed by the Purchaser. If, pursuant to the foregoing provisions, the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Seller or its designee as the beneficial holder of such Mortgage Loan. The Custodian shall certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement for the related Closing Date, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall pay all fees and expenses of the Custodian. The Seller shall forward by personal delivery, recognized overnight delivery service or registered or certified first class mail, postage prepaid, return receipt requested to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two (2) weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original promptly upon receipt of same, but in no event later than one hundred and eighty (180) days after such document was submitted for recording. If the Seller cannot deliver any original Mortgage Loan Document on the related Closing Date, the Seller, in lieu promptly on receipt thereof, shall deliver (a) any such original recorded Mortgage Loan Document within one hundred eighty (180) days of delivering the above documentsrelated Closing Date and (b) any unrecorded Mortgage Loan Document within one hundred twenty (120) days of the related Closing Date. In the event the Seller cannot deliver any original recorded Mortgage Loan Document within one hundred eighty (180) days of the related Closing Date, may deliver solely because such documents have not been returned to the Trustee a certification Seller by the Seller to such effect. The appropriate public recording office, the Seller shall deliver such original documents notify the Purchaser or its designee (including any original documents as to which certified copies had previously notice may be by electronic mail), which notice shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered) or such certified copies delivered to the Trustee promptly after they are receivedPurchaser or its designee due solely to a delay caused by the public recording office, and (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation. The In the event that documents have not been received by the date specified in such notice, the Seller shall cause notify the Purchaser of the same and upon written request from the Purchaser, repurchase (subject to the proviso below) the related Mortgage Loan at the price and intervening assignmentsin the manner specified in Subsection 7.04; provided, however, that the Seller shall be obligated to repurchase the related Mortgage Loan only if any, the failure to deliver any such recorded Mortgage Loan Document materially and adversely affects the assignment interests of the Purchaser in such Mortgage Loan or materially and adversely affects the ability of the Servicer to service such Mortgage Loan in accordance with the terms of this Agreement. Any review by the Purchaser or its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect with respect to be recorded not later than 180 days after any document constituting part of a Mortgage File, the Closing DatePurchaser shall, oror shall cause its designee to, in lieu give written specification of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof defect to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, Seller and the Seller will assist the Purchaser shall cure or repurchase such Mortgage Loan in effecting the assignment referred to aboveaccordance with Subsection 7.04.

Delivery of Mortgage Loan Documents. Pursuant With respect to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the each Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage LoansLoan, the Seller has delivered or will shall deliver or cause to be delivered and release to the Trustee by Purchaser, or its designee, under a bailee letter, (a) at least two (2) Business Days prior to the related Closing Date (or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”may reasonably request), the items original Mortgage Note endorsed in blank and the original Assignment of each Mortgage File as defined assigned in section 2.01 blank and (b) the other Mortgage Loan Documents within a reasonable time following the related Closing Date. To the extent that any such Mortgage Loan Documents have been delivered for recording and have not yet been returned to the Seller by the applicable recording office, the Seller shall, promptly following receipt by it of such Mortgage Loan Documents from the Pooling and Servicing Agreementapplicable recording office, deliver such documents to the Purchaser or its designee; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee recorded document or intervening assignments a clerk-certified copy thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, shall be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to no later than one year following the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the related Closing Date, the Seller, in lieu of delivering the above documents, may deliver subject to the Trustee a certification by following paragraph. In the Seller to such effect. The Seller shall deliver event that such original documents (including or copy of any original documents as to which certified copies had previously been delivered) or such certified copies document submitted for recordation to the Trustee promptly after they are received. The Seller shall cause appropriate public recording office is not so delivered to the Mortgage and intervening assignments, if any, and Purchaser or its designee within one year following the assignment of the Mortgage to be recorded not later than 180 days after the related Closing Date, or, and in lieu the event that the Seller does not cure such failure within sixty (60) days after receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at a price and in the Purchaser manner specified in effecting Subsection 7.03. The foregoing repurchase obligation shall not apply in the assignment referred event the Seller cannot cause the Servicer to abovedeliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer’s Certificate of a servicing officer of the Servicer, confirming that such document has been accepted for recording and that the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within twelve (12) months after receipt of written notification of such failure from the Purchaser, the Seller shall repurchase the related Mortgage Loan at the price and in the manner specified in Subsection 7.03. To the extent received by it, the Servicer shall promptly forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling Purchase and Servicing Agreement, the Purchaser will assign Company shall deliver to the Custodian, prior to the Closing Date, the following documents with respect to each Mortgage Loan: (i) The original Mortgage Note endorsed by the Company in the following form: “Pay to the order of ___________, without recourse” with all intervening endorsements showing a complete chain of title from the originator to the Company; (ii) The original Mortgage with evidence of recording thereon. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date all because of its right, title and interest in and to a delay caused by the public recording office where such Mortgage Loans to has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loansoriginal recorded Mortgage, the Seller has delivered or will Company shall deliver or cause to be delivered to the Trustee Purchaser, a photocopy of such Mortgage, together with (i) in the case of a delay caused by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each public recording office, an Officer’s Certificate of the Closing Date Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee recorded Mortgage or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified Mortgage certified by such public recording office to be a true and correct complete copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments original recorded Mortgage will be promptly delivered to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification Purchaser upon receipt thereof by the judicial Company; or other governmental authority of the jurisdiction where such documents were recorded; and (zii) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of a Mortgage Loans where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (iii) The Assignment, from the Company in blank, which assignment shall be in form and substance acceptable for recording; (iv) Originals of all intervening Assignments, showing a complete chain of title from the originator to the Company, with evidence of recording thereon; (v) The original policy of title insurance or if the policy has not yet been issued, the original policy of title insurance shall be delivered to the Purchaser promptly upon receipt thereof by the Company; (vi) Originals of each assumption, modification, written assurance or substitution agreement; and (vii) original power of attorney, if any. In the event that the original Mortgage was not delivered in accordance with (ii), the original Assignment in accordance with (iii) the intervening Assignments in accordance with (iv) above or the original title policy in accordance with (v) above, the Company shall use its best efforts to secure the delivery of such documents to the Purchaser within 120 days following the Closing Date. If delivery is not completed with respect to the Assignments within 120 days, the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter. After the Company concludes that its best efforts have been prepaid exhausted without result, but in full after the Cut-off Date and prior to no event later than one year following the Closing Date, the Seller, in lieu of delivering Company shall notify the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anyPurchaser, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the upon written request of from the Purchaser, the Seller will assist related Mortgage Loan shall be repurchased by the Purchaser Company at the price and in effecting the assignment referred to abovemanner specified in Section 3.03.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (i) the original Mortgage Note, endorsed in blank or in the following form “Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment in blank; (iv) the original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification or substitution agreement, if any; and (vi) the original lender’s title insurance policy or, if the original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached to the Pooling and Servicing Agreement. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser within three Business Days. If any of the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such later date as is agreed public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Purchaser of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Purchaser promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Purchaser, the Trustee and the Rating Agencies by the Seller if delivery pursuant to clause (each 2) above will be made more than 180 days after the Closing Date. If the original lender’s title insurance policy was not delivered pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause to be delivered to the Purchaser, promptly after receipt thereof, the original lender’s title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Seller shall (at the expense of the Responsible Party) promptly (within sixty Business Days following the later of the Closing Date and such the date of receipt by the Seller of the recording information for a Mortgage, but in no event later date is than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Purchaser, in the appropriate public office for real property records, each Assignment referred to in Sections 4(b)(iii) and (iv) above and the Seller shall execute each original Assignment or cause each original Assignment to be executed in the following form: “Deutsche Bank National Trust Company, as Trustee under the applicable agreement.” In the event that any such Assignment is lost or returned unrecorded because of a “Mortgage File Delivery Date”)defect therein, the items Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Purchaser receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Seller shall submit or cause to be submitted each Mortgage File Assignment for recording in the manner described above, at the expense of the Responsible Party and at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as defined described in section 2.01 Section 7.02 of the Pooling and Servicing Agreement, provided(v) with respect to any one Assignment, howeverthe occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that in lieu is 90 days or more Delinquent. Upon receipt of written notice that recording of the foregoingAssignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Seller may shall be required to deliver the such Assignments or shall cause such Assignments to be delivered within 30 days following documents, under the circumstances set forth below: (x) in lieu receipt of the such notice. Each original Mortgage, assignments document relating to a Mortgage Loan which is not delivered to the Trustee Purchaser or intervening assignments thereof which have been deliveredits assignee, are being delivered transferee or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereofdesignee, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced held by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering shall be so held for the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request benefit of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveits assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall from time to various conveyance documents time in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date, deliver and release to the Purchaser or to Purchaser’s Custodian, as Purchaser designates, the following Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan to be executed purchased and sold on the related Closing Date and pursuant set forth on the related Mortgage Loan Schedule delivered with such Mortgage Loan Documents: (i) The original Mortgage Note endorsed, "Pay to the Pooling order of CitiMortgage, Inc. without recourse" and Servicing Agreementsigned in the name of Seller by an authorized officer. In the event that the Mortgage Loan was acquired by Seller in a merger, the Purchaser will assign on endorsement must be by "[Seller], successor by merger to [name of predecessor]"; and in the Closing Date all of its right, title and interest in and to event that the Mortgage Loans to Loan was acquired or originated by Seller while doing business under another name, the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment endorsement must be by "[Seller], formerly known as [previous name]". (ii) The original Mortgage, or a copy of the Mortgage Loanswith evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of Seller, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located. (iii) The original assignment of mortgage from Seller, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by Seller in a merger, the assignment must be by "[Seller], successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by Seller while doing business under another name, the assignment must be by "[Seller], formerly known as [previous name]”. (iv) The original policy of title insurance, or, if the policy has delivered not yet been issued, a written commitment or will interim binder issued by the title insurance company, dated and certified as of the date the Mortgage Loan was funded, with a statement by the title insurance company or closing attorney on such binder or commit­ment that the priority of the lien of the related Mortgage during the period between the date of the funding of the related Mortgage Loan and the date of the related title policy (which title policy shall be dated the date of recording of the related Mortgage) is insured. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon, or, if the original intervening assignment has not yet been returned from the recording office, a certified copy of such assignment. (vi) Originals or copies of all assumption and modification agree­ments, if any. (vii) Original Primary Mortgage Insurance Policy, Loan Guaranty Certificate or Mortgage Insurance Certificate, as applicable. (viii) Original power of attorney, if applicable. The Seller shall forward to the Purchaser or Purchaser’s Custodian, as Purchaser designates, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two (2) weeks of their execution; provided, however, that the Seller shall provide the Purchaser or Purchaser’s Custodian, as Purchaser designates, with a certified true copy of any such document submitted for recordation within two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within ninety (90) days of its submission for recordation. From time to time, if Seller is not Custodian, Purchaser shall deliver or cause to be delivered to the Trustee by the Closing Date or such later date Seller, as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to soon as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the practicable following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating a written request from Seller and at no expense to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, any Mortgage Loan Document needed by Seller in lieu connection with the servicing of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Seller’s written request for the request release of a Mortgage Loan Document shall specify in reasonable detail the reason for Seller’s request. During the time that any such Mortgage Loan Document is in the possession of Seller, such possession shall be deemed to be in trust for the benefit of Purchaser and Seller shall promptly return to Purchaser or its designee any Mortgage Loan Document so released when Seller’s need for such Mortgage Loan Document no longer exists. Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that Seller may sustain in connection with any third party claim in any way related to Purchaser’s or its designee’s failure to release, in a timely manner, the Mortgage Loan Documents requested by Seller will assist the Purchaser in effecting the assignment referred pursuant to abovethis Section 6.03.

Delivery of Mortgage Loan Documents. Pursuant (a) On or prior to various conveyance documents to be executed on the Closing Date Date, the related Originator shall deliver to the Unaffiliated Seller, and the Unaffiliated Seller shall deliver to the Collateral Agent, on behalf of the Indenture Trustee (as pledgee of the Trust pursuant to the Pooling Indenture, the Trust being the assignee of the Depositor pursuant to the Sale and Servicing Agreement), each of the documents for each applicable Mortgage Loan in accordance with the provisions of Section 2.05 of the Sale and Servicing Agreement. (b) As promptly as practicable, but in any event within thirty (30) days from the Closing Date, the Purchaser will assign on Unaffiliated Seller shall promptly submit, or cause to be submitted by the Closing Date all of its rightrelated Originator, title and interest for recording in and the appropriate public office for real property records, each assignment referred to the Mortgage Loans to the Trustee for the benefit in Section 2.05(a)(iv) of the CertificateholdersSale and Servicing Agreement. The Collateral Agent, on behalf of the Indenture Trustee, shall be required to retain a copy of each assignment submitted for recording. In connection with the transfer and event that any such assignment is lost or returned unrecorded because of the Mortgage Loansa defect therein, the Unaffiliated Seller has delivered or will such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall submit each such assignment for recording. (c) The Unaffiliated Seller or the related Originator shall, within five (5) Business Days after the receipt thereof, deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each Collateral Agent, on behalf of the Closing Date and such later date is referred Indenture Trustee (as pledgee of the Trust pursuant to as a “Mortgage File Delivery Date”)the Indenture, the items of each Mortgage File as defined in section 2.01 Trust being the assignee of the Pooling Depositor pursuant to the Sale and Servicing Agreement): (i) the original recorded Mortgage and related power of attorney, providedif any, howeverin those instances where a copy thereof certified by the related Originator was delivered to the Collateral Agent, that in lieu on behalf of the foregoingIndenture Trustee, pursuant to Section 2.05 of the Seller may deliver Sale and Servicing Agreement; (ii) the following documentsoriginal recorded assignment of Mortgage from the related Originator to the Indenture Trustee, under which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the circumstances set forth below: originator of the Mortgage Loan to the Indenture Trustee in those instances where copies of such assignments certified by the related Originator were delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to Section 2.05 of the Sale and Servicing Agreement; and (xiii) the title insurance policy or title opinion required in lieu Section 2.05(a)(vi) of the Sale and Servicing Agreement. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, assignments power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee Collateral Agent, on behalf of the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or intervening assignments thereof which have been deliveredassignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward or cause to be forwarded to the Collateral Agent, are being delivered on behalf of the Indenture Trustee, additional original documents evidencing an assumption or will upon receipt modification of recording information a Mortgage Loan. (d) All original documents relating to the Mortgage required to be included thereon, be Loans that are not delivered to recording offices for recording the Collateral Agent, on behalf of the Indenture Trustee, as permitted by Section 2.05(a) hereof are and have not been returned in time to permit their delivery as specified aboveshall be held by the Servicer, the Unaffiliated Seller may deliver a true copy thereof with a certification by or the Seller related Originator in trust for the benefit of the Indenture Trustee, on behalf of the face Noteholders and the Note Insurer. In the event that any such original document is required pursuant to the terms of such copy, substantially as follows: “Certified this Section 2.05 to be a true and correct copy part of an Indenture Trustee's Mortgage File, such document shall be delivered promptly to the Collateral Agent, on behalf of the original, which has been transmitted for recording;” (y) in lieu of Indenture Trustee. From and after the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu sale of the Mortgage Notes relating Loans to the Depositor pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans prior to the vesting of legal title in the Indenture Trustee, such title shall be retained in trust for the Trust as the owner of the Mortgage Loans, each identified in as the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anyDepositor's assignee, and the assignment of Indenture Trustee, as the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveTrust's pledgee.

Delivery of Mortgage Loan Documents. Pursuant With respect to various conveyance documents each Mortgage Loan, the Seller shall deliver and release to be executed on the Purchaser, or its designee, (a) at least five (5) Business Days prior to the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date (or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”may reasonably request), the items original Mortgage Note endorsed in blank and the original Assignment of each Mortgage File as defined assigned in section 2.01 of blank and (b) the Pooling and Servicing Agreementother Mortgage Loan Documents no later than sixty (60) days following the Closing Date, provided, however, that in lieu of the foregoing, the Seller may deliver subject to the following documentsparagraph. All documents shall be original documents or, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after Loan Documents delivered for recording, either the Cutoriginal recorded documents or clerk-off Date and prior certified copies. In the event that such original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the Purchaser or its designee within one hundred eighty (180) days following the Closing Date, and in the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by event that the Seller to does not cure such effect. The Seller shall deliver such original documents failure within sixty (including any original documents as to which certified copies had previously been delivered60) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at a price and in the Purchaser manner specified in effecting Subsection 7.03. The foregoing repurchase obligation shall not apply in the assignment referred event the Seller cannot cause the Servicer to abovedeliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a Servicing Officer of the Servicer, confirming that such document has been accepted for recording and that the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within one hundred eighty (180) days after receipt of written notification of such failure from the Purchaser, the Seller shall repurchase the Mortgage Loan at the price and in the manner specified in Subsection 7.03. To the extent received by it, the Servicer shall promptly forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant (a) On or prior to various conveyance documents to be executed on the Closing Date or Subsequent Transfer Date, as applicable, the related Originator shall deliver to the Unaffiliated Seller, and the Unaffiliated Seller shall deliver to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement), the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as following documents for each applicable Mortgage Loan: (i) The original Mortgage Note, endorsed without recourse in blank by the related Originator, including all intervening endorsements showing a “complete chain of endorsement; (ii) The related original Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt with evidence of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver indicated thereon or a true copy thereof with a certification certified by the Seller on the face of such copyapplicable recording office; (iii) The recorded mortgage assignment, substantially as follows: “Certified to be a true and correct or copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if thereof certified by the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of related Originator (which assignment may, at the Purchaserrelated Originator's option, the Seller will assist the Purchaser in effecting be combined with the assignment referred to above.in subpart (iv) hereof); (iv) A mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) An original policy of title insurance (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder, together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and a completed assignment thereof in recordable form cannot be delivered by the related Originator to the Unaffiliated Seller, and by the Unaffiliated Seller to the Trustee prior to or concurrently with the execution and delivery of this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the Subsequent Transfer Date), due to a delay in connection with recording, the related Originator may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreementdocuments set forth on Exhibit 1 hereto, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Sponsor shall on or will deliver before the Closing Date, deliver, or cause to be delivered to the Indenture Trustee by the Closing Date or such later date (as is agreed to by the Purchaser and the Seller (each pledgee of the Closing Date and such later date is referred Trust pursuant to as a “Mortgage File Delivery Date”the Indenture), the items of following documents or instruments constituting the Indenture Trustee's Mortgage File with respect to each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: Loan so transferred or assigned: (xi) in lieu of the original MortgageMortgage Note, assignments to endorsed without recourse in blank by the Trustee or Sponsor, including all intervening assignments thereof which have been delivered, are being delivered or will upon receipt endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver indicated thereon or a true copy thereof with a certification certified by the Seller on the face applicable recording office; (iii) each intervening mortgage assignment, with evidence of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents recording indicated thereon or if the originals are lost (in each caseoriginal is not available, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification copy thereof certified by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (which assignment may, at the Sponsor's option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage to in recordable form cannot be recorded not later than 180 days after delivered by the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof Sponsor to the effect that Indenture Trustee prior to or concurrently with the recordation execution and delivery of such assignment is not necessary this Agreement due to protect the Trustee’s interest a delay in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.Sponsor may:

Delivery of Mortgage Loan Documents. Pursuant The Seller shall, at least two (2) Business Days prior to various conveyance documents to be executed on the related Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date (or such later date as the Purchaser may reasonably request), deliver and release to the Purchaser, or its designee, the Mortgage Loan Documents with respect to each Mortgage Loan pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 180 days from the related Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is agreed to delayed in making such delivery by reason of the fact that such documents shall not have been returned by the Purchaser and appropriate recording office). If delivery is not completed within 180 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller (each shall deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a Servicing Officer of the Seller, confirming that such document has been accepted for recording and shall use its best efforts to deliver such document within twelve (12) months of the related Closing Date and such later date is referred to as a “Mortgage File Delivery Date”). To the extent received by it, the items Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of each any Mortgage File as defined Loan entered into in section 2.01 of the Pooling and Servicing Agreement, accordance with this Agreement within two (2) weeks after their execution; provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsPurchaser, under the circumstances set forth below: (x) in lieu of the original Mortgageor its designee, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification copy, certified by the Seller on as a true copy, of any such document submitted for recordation within two (2) weeks after its execution, and shall promptly provide the face original of any document submitted for recordation or a copy of such copy, substantially as follows: “Certified document certified by the appropriate public recording office to be a true and correct complete copy of the original, which has been transmitted for recording;” original within two (y2) in lieu weeks of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification its return from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effectappropriate public recording office. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentspay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, Custodian or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the upon written request of the Purchaser, to the Purchaser or the Purchaser’s designee. The Purchaser or the Purchaser’s designee shall be responsible for recording the Assignments of Mortgage and shall be reimbursed by the Seller will assist for the Purchaser in effecting costs associated therewith pursuant to the assignment referred to abovepreceding sentence.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor does hereby with respect to the Initial Mortgage Loans, and will on or will before the Subsequent Transfer Date with respect to Subsequent Mortgage Loans, deliver or cause to be delivered to the Collateral Agent, on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the Seller (each recorded Assignment of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment original mortgagee/secured party of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof); (iv) an Assignment of Mortgage in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and any original recorded Assignment of Mortgage thereof pursuant to clause (iii) above cannot be delivered by the Depositor to the Collateral Agent on behalf of the Trustee prior to or concurrently with the execution and delivery of this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the Subsequent Transfer Date), due to a delay in connection with recording, the Depositor may:

Delivery of Mortgage Loan Documents. Pursuant (a) The Purchaser hereby directs the Mortgage Loan Seller and the Mortgage Loan Seller hereby agrees to various conveyance documents deliver to be executed on each of the Closing Date and pursuant to the Pooling and Servicing AgreementTrustee, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage LoansCustodian, the Seller has delivered or will deliver or cause Master Servicer and the Special Servicer (x) all documents, instruments and agreements required to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and to such later date is referred parties pursuant to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section Section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu and meeting all the requirements of Section 2.01 of the foregoingPooling and Servicing Agreement, the Seller may deliver the following and (y) such other documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information instruments and agreements relating to the Mortgage Loans as the Purchaser, the Trustee, the Custodian, the Master Servicer and the Special Servicer may reasonably request. (b) If the Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the Mortgage Loan Seller shall deliver a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed and indemnification of the Purchaser and of the Trustee on behalf of the Trust Fund against any losses that the Trust Fund may incur by reason of such lost or destroyed Mortgage Note. If the Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments required to be included thereon, recorded or filed prior to the Closing Date and to be delivered to as part of a Mortgage File on or before the Closing Date, solely because of a delay caused by the public recording offices or filing office where such document or instrument has been delivered for recording and have not been returned in time to permit their delivery as specified aboverecordation or filing, the Seller may deliver delivery requirements of this Mortgage Loan Purchase Agreement shall be deemed to have been satisfied as to such non-delivered document or instrument provided that a true copy thereof with a certification photocopy of such non-delivered document or instrument (certified by the Mortgage Loan Seller on the face of such copy, substantially as follows: “Certified to be a true and correct complete copy of the originaloriginal thereof submitted for recording or filing) is delivered to the Purchaser, the Trustee or the Custodian appointed thereby on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder's office, in the case of a Mortgage to be a true and complete copy of the original thereof submitted for recording or filing), with evidence of recording or filing thereon, is delivered to the Purchaser, the Trustee or the Custodian within 120 days of the Closing Date (or within such longer period after the Closing Date as the Purchaser may consent to, which consent shall not be unreasonably withheld so long as the Mortgage Loan Seller is, as certified in writing to the Purchaser and the Trustee no less often than every 90-days, in good faith attempting to obtain from the appropriate county recorder's office such original or photocopy). If the Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in the definition of "Mortgage File", with evidence of recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument has been transmitted lost, the delivery requirements of this Section 2.4(b) shall be deemed to have been satisfied as to such non-delivered document or instrument and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, provided that a photocopy of such non-delivered document or instrument (with evidence of recording thereon and certified in the case of a Mortgage by the appropriate county recorder's office to be a true and complete copy of the original thereof submitted for recording;” ) is delivered to the Purchaser, the Trustee or a Custodian appointed thereby on or before the Closing Date together with an affidavit certifying that the original thereof has been lost or destroyed. With respect to any Mortgage Loan, and notwithstanding the foregoing or Section 2.4(a), the Mortgage Loan Seller may deliver a UCC-3 on or before the Closing Date that does not contain the filing information for the related UCC-1 and/or UCC-2 if such UCC-1 and/or UCC-2 has not been returned to the Mortgage Loan Seller by the applicable filing office, and the Mortgage Loan Seller may deliver assignments of documents and/or instruments that do not contain the recording information for the related documents and/or instruments, as applicable, if such documents and/or instruments have not been returned to the Mortgage Loan Seller by the applicable recording office. The Mortgage Loan Seller hereby authorizes the Purchaser, acting in its stead and on its behalf, to fill in any missing filing or recording information or any instrument or document required to be delivered pursuant to this subsection (y) b). The delivery of an original pro forma or specimen title insurance policy or an original marked, redated and recertified commitment to issue a policy of lender's title insurance in lieu of the Mortgage, assignments delivery of the actual policy of lender's title insurance shall not be considered a Document Defect with respect to any Mortgage File if such actual policy of insurance is delivered to the Trustee or intervening assignments a Custodian on its behalf no later than the 90th day following the Closing Date. (c) Except under the circumstances provided for in the last sentence of this subsection (c), the Mortgage Loan Seller shall as to each Mortgage Loan, promptly (and in any event within 30 days of the later of the Closing Date and the Purchaser's and Trustee's actual receipt of the related documents) cause to be delivered to the Trustee in recordable form for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each assignment of an instrument and/or document enumerated in clauses (ii), (iii), (iv), (v) and (viii) of the definition of "Mortgage File" in the Pooling and Servicing Agreement and each UCC-3 to the Trustee as indicated in such assignment documents. Each such assignment shall reflect that it should be returned by the public recording office to the Trustee or its designee following recording, and each such UCC-3 shall reflect that the file copy thereof should be returned to the Trustee or its designee following filing. In connection with the Mortgage Loan Seller's delivery of Mortgage Loan documents in accordance with the preceding sentences, the Mortgage Loan Seller hereby authorizes the Trustee as the transferee of the Purchaser to complete each endorsement or assignment in blank appearing thereon in favor of the Trustee in such manner as the Trustee shall determine in the exercise of its sole discretion in its capacity as Trustee under the Pooling and Servicing Agreement (provided that such endorsement or assignment will be without recourse, representation or warranty to the Mortgage Loan Seller except as expressly set forth in this Agreement). If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Purchaser or an assignee thereof, if which may include, the applicable jurisdiction retains Trustee or its Custodian or its agent shall notify the originals Mortgage Loan Seller of same. The Mortgage Loan Seller shall cure such defect within 90 days or the Purchaser may prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Trustee shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate, all at the Mortgage Loan Seller's expense. The Purchaser shall execute, or cause the Mortgage Loan Seller to execute any replacement document or instrument being filed in substitution for any such lost or returned unrecorded or unfiled document or instrument at the Mortgage Loan Seller's expense and assist the Purchaser, the Trustee or a Custodian or its agent in recording or filing such documents or if instruments. Notwithstanding the originals are lost (foregoing, there shall be no requirement to record any assignment to the Trustee or to file any UCC-3 in each casethose jurisdictions where, as evidenced by a certification from in the Seller to such effect)written opinion of local counsel of Purchaser, the Seller may deliver photocopies of Trustee or a Custodian acceptable to the Purchaser and the Trustee, such documents containing an original certification recordation and/or filing is not required to protect the Purchaser's or the Trustee's interest in the Mortgage Loans against sale, further assignment, satisfaction or discharge by the judicial Mortgage Loan Seller or other governmental authority of the jurisdiction where such Purchaser. (d) All documents were recorded; and (z) records in lieu of the Mortgage Notes Loan Seller's possession relating to the Mortgage LoansLoans (including financial statements, each identified in the list delivered operating statements and any other information provided by the Purchaser respective Mortgagor from time to time) or copies thereof, that are not required to be a part of a Mortgage File in accordance with the definition thereof shall be delivered to the Trustee Master Servicer on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to or before the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreementdocuments set forth on Exhibit 1 hereto, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” ”; (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 2, the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date Purchaser or such later date as is agreed to by any assignee, transferee or designee of the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of following documents for each Mortgage File Loan: (1) the original Mortgage Note, endorsed in blank without recourse or in the following form: “Pay to the order of Deutsche Bank National Trust Company, as defined in section 2.01 Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the Pooling and Servicing Agreementoriginator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided, however, that in lieu such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the foregoingPool Balance as of the Cut-off Date; (2) the original Mortgage with evidence of recording thereon, and a copy, certified by the Seller may deliver appropriate recording office, of the following documentsrecorded power of attorney, under if the circumstances set forth below: Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (3) an original Assignment assigned in blank, without recourse; (4) the original recorded intervening Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (5) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (6) the original lender’s title insurance policy or an attorney’s opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any document referred to in Section 4(b)(2), 4(b)(3) or 4(b)(4) above has been submitted for recording but either (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have has not been returned in time to permit their delivery as specified abovefrom the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller may deliver hereunder shall be deemed to have been satisfied upon (1) delivery by or on behalf of the Seller promptly upon receipt thereof to the Purchaser or any assignee, transferee or designee of the Purchaser of either the original or a true copy thereof with a certification of such document certified by the Seller on in the face case of such copy, substantially as follows: “Certified (x) above or the public recording office in the case of (y) above to be a true and correct complete copy of the recorded original thereof and (2) if such delivered copy is certified by the Seller, then in addition thereto, delivery promptly upon receipt thereof of either the original or a copy of such document certified by the public recording office to be a true and complete copy of the original, which . In the event that the original lender’s title insurance policy has not yet been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect)issued, the Seller may shall deliver photocopies to the Purchaser or any assignee, transferee or designee of such documents containing an original certification the Purchaser a written commitment or interim binder or preliminary report of title issued by the judicial title insurance or other governmental authority escrow company. Promptly upon receipt by the Seller of any such original title insurance policy the Seller shall deliver such to the Purchaser or any assignee, transferee or designee of the jurisdiction where such documents were recorded; Purchaser. The Seller shall promptly (and in no event later than thirty (z30) in lieu of the Mortgage Notes relating Business Days, subject to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 extension upon mutual agreement between the Seller may deliver lost note affidavits and indemnities the Trustee, following the later of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to (i) the Closing Date, (ii) the Seller, in lieu of delivering date on which the above documents, may deliver to Seller receives the Assignment from the Trustee a certification and (iii) the date of receipt by the Seller of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in (3) and (4) above and shall execute each original Assignment referred to in (3) in the following form: “Deutsche Bank National Trust Company, as Trustee under the applicable agreement”. In the event that any such effect. The Assignment is lost or returned unrecorded because of a defect therein, the Seller shall deliver promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such original documents (including any original documents defect, as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anycase may be, and the assignment of the Mortgage thereafter cause each such Assignment to be recorded not later than 180 days after duly recorded. Notwithstanding the Closing Dateforegoing, orhowever, in lieu for administrative convenience and facilitation of such assignmentsservicing and to reduce closing costs, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the so long as recordation of such assignment an Assignment is not necessary to protect the Trustee’s interest and the Certificateholders’ interests in the related Mortgage Loan. Upon Loan under the request laws of the Purchaserjurisdiction in which the related Mortgaged Property is located, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided further, however, each Assignment shall be submitted for recording by the Seller will assist (at the direction of the Master Servicer) in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) a failure of the Master Servicer Termination Test as set forth in the Pooling and Servicing Agreement, (iii) the occurrence of the bankruptcy or insolvency of the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Each original document relating to any Mortgage Loan which is not delivered to the Purchaser in effecting or its assignee, transferee or designee, if held by the assignment referred to aboveSeller, shall be so held for the benefit of the Purchaser or its assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant (i) Not less than three (3) Business Days prior to various conveyance documents the related Closing Date, provided that no more than two hundred (200) Mortgage Loans are included in the subject Transaction (and one (1) additional Business Day prior to be executed on the Closing Date and pursuant for each additional one hundred (100) Mortgage Loans in excess of the two hundred (200) Mortgage Loans), Seller shall, with respect to each Mortgage Loan, deliver to Purchaser or, if the Purchaser shall so direct the Seller, the Custodian the following documents: (A) The original Mortgage Note endorsed, “Pay to the Pooling order of_______________ without recourse or warranty” and Servicing Agreementsigned in the name of Seller by an authorized officer. The Mortgage Note shall include all intervening endorsements showing a complete chain of title from the originator to Seller. (B) An original Assignment as to each Mortgage, executed in blank. (C) The original recorded Mortgage, with evidence of recording thereon, or, if the Purchaser will assign on original Mortgage has not yet been returned from the Closing Date all of its rightrecording office, title and interest in and to the Mortgage Loans to the Trustee for the benefit a copy of the Certificateholders. In connection with original Mortgage certified by Seller to be a true copy of the transfer and assignment original of the Mortgage which has been delivered for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located. (D) The original policy of title insurance, if applicable (or a preliminary title report if the original title insurance policy has not been received from the title insurance company or if a preliminary title report is the documentation required by Seller). (E) Originals of any intervening assignments of the Mortgage, with evidence of recording thereon or, if the original intervening assignment has not yet been returned from the recording office, a copy of such assignment certified by Seller to be a true copy of the original of the assignment which has been delivered for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located. (F) The original Primary Mortgage Insurance Policy, if any. (G) Originals of all assumptions and modification agreements, if any. (H) With respect to the Additional Collateral Mortgage Loans, a copy of the related Pledge and Security Agreement and Control Agreement. (I) With respect to each Additional Collateral Mortgage Loan, a copy of any filed UCC-1 financing statements and an original form UCC-3 assignment, if applicable. (J) As applicable, such additional documents as are sufficient and necessary under the laws of the jurisdiction wherein a Cooperative Apartment is located to reflect the sale of the Mortgage Loan and the security interest in the Mortgaged Property in regard to a Cooperative Apartment. If (l) the original Mortgage was not delivered pursuant to clause (i)(C) above, (2) any intervening assignment was not delivered pursuant to clause (E) above or (3) the original title insurance policy was not delivered pursuant to clause (D) above, Seller has delivered or will deliver or shall use reasonable efforts to promptly secure the delivery of such originals and shall cause such originals to be delivered to Purchaser or the Trustee by Custodian promptly upon receipt thereof. If any such document is not so delivered to Purchaser or the Custodian within ninety (90) days following the Closing Date or (three hundred seventy (370) days following the Closing Date if caused solely by recording delays not caused by Seller), the related Mortgage Loan shall, upon the request of Purchaser, (i) be repurchased by Seller at the price specified in Section 5(c), or (ii) be replaced by a Qualified Substitute Mortgage Loan (the election of (i) or (ii) being at the option of Seller), provided that the Purchaser gives the Seller notice within ten (10) days of the expiration of such later date delivery period. No Assignment of Mortgage evidencing the transactions contemplated hereby shall be recorded by Seller unless required by law. Purchaser may at any time at its option and expense (including recordation fees) prepare and record any Assignment of Mortgage. Purchaser hereby acknowledges that the Seller may register any one or more of the Mortgages subject to this Agreement with MERS as is agreed to a nominee for the Seller, either through the recordation of a mortgage or deed of trust which shows MERS as a nominee for the Seller or by recordation of an Assignment which shows MERS as a nominee for the Seller, for the purposes of facilitating the transfer of the Mortgage Loan and/or Mortgage Loan Documents. The Purchaser and the Seller hereby acknowledge that MERS will have no beneficial interest in the Mortgage Loan and that the registration of he Mortgage Loan with MERS will not in any way affect the rights, title, interest, obligations or responsibilities of the Purchaser and the Seller (each under the terms of the Closing Date this Agreement. The Purchaser and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver agree to cooperate in all ways necessary to effectuate the following documentsuse of MERS for the purpose of facilitating the transfer of applicable Mortgage Loan Documents, under the circumstances set forth below: (x) and notwithstanding any other provisions in lieu of the original Mortgage, assignments this Agreement to the Trustee or intervening assignments thereof which have been deliveredcontrary, are being delivered or will upon receipt agree to accept such documentation and evidence of recording information relating transfer provided by MERS under its operating documents to accomplish the transfer of ownership in the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall deliver and release to various conveyance the Custodian no later than two (2) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-2 hereto with respect to each Mortgage Loan set forth on the related Mortgage Loan Schedule. The Purchaser acknowledges that the Seller may deliver the Mortgage Loan Documents to the Custodian and the Purchaser in the form of copies reproduced from electronic images of original documents (“Original Documents”) stored on CD ROM or magnetic tape (“Imaged Documents”), not to include any documents the originals of which are required to be executed on delivered pursuant to this Agreement. The Seller shall promptly, upon the Closing Date reasonable request of the Purchaser and at the Seller’s expense, produce true, correct, complete, clear and legible copies of the Original Documents or a certified true copy of the Original Documents regarding any Original Document for which the Imaged Document is unclear, illegible, incorrect, incomplete, unable to be transmitted or electronically read or downloaded by Purchaser, or an untrue copy. Seller shall, upon Purchaser’s reasonable request and at Seller’s expense, fully cooperate with Purchaser and take any reasonable and customary actions in connection with the introduction into evidence of any Imaged Document in any judicial or administrative proceeding, including, but not limited to, an arbitration or mediation, including producing appropriate qualified and knowledgeable personnel to testify as necessary to qualify the Imaged Documents as evidence. The Custodian shall certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Pooling Custodial Agreement for the related Closing Date, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall pay all fees and Servicing Agreementexpenses of the Custodian. The Seller shall forward to the Custodian, or to such other Person as the Purchaser will assign on the Closing Date all shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of its right, title and interest any Mortgage Loan entered into in and to the Mortgage Loans to the Trustee for the benefit accordance with this Agreement within two weeks of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreementtheir execution, provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsCustodian, under or to such other Person as the circumstances set forth below: (x) Purchaser shall designate in lieu writing, with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall promptly provide the original Mortgage, assignments to the Trustee of any document submitted for recordation or intervening assignments thereof which have been delivered, are being delivered or will upon receipt a copy of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification such document certified by the Seller on the face of such copy, substantially as follows: “Certified appropriate public recording office to be a true and correct complete copy of the original, which has been transmitted original within one hundred twenty days of its submission for recording;” (y) in lieu of recordation. In the Mortgage, assignments event any document required to be delivered to the Trustee Custodian in accordance with this Agreement, including an original or intervening assignments thereofimaged copy of any document submitted for recordation to the appropriate public recording office, if is not delivered to the applicable jurisdiction retains the originals of such documents Custodian, or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect)other Person as the Purchaser shall designate in writing, within 120 days following the Seller may deliver photocopies of such documents containing an original certification by the judicial or related Closing Date (other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating than with respect to the Assignments of Mortgage Loans, each identified which shall be delivered to the Custodian in the list delivered blank and recorded subsequently by the Purchaser or its designee, provided that the foregoing proviso does not apply to the Trustee on MERS Designated Loans, and in the Closing Date and attached hereto as Exhibit 2 event that the Seller may deliver lost note affidavits and indemnities does not cure such failure within 30 days of the Seller; and provided further, however, that in the case discovery or receipt of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at the price and in the manner specified in Subsection 9.03. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver the Mortgage Loan Documents as set forth on Exhibit A hereto, submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt, or an imaged copy thereof, as applicable, of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer’s certificate. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in effecting transferring all Mortgage Loan Documents to the assignment referred Custodian or, upon written request of the Purchaser, to abovethe Purchaser or the Purchaser’s designee. The Purchaser or the Purchaser’s designee shall be responsible for recording the Assignments of Mortgage (with respect to the Mortgage Loans other than the MERS Designated Loans) and shall be reimbursed by the Seller for the costs associated therewith pursuant to the preceding sentence.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (1) the original Mortgage Note, endorsed in blank without recourse or in the following form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut-off Date; (2) the original Mortgage with evidence of recording thereon, and a copy, certified by the Closing Date appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (3) an original Assignment assigned in blank, without recourse; (4) the original recorded intervening Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments; (5) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (6) the original lender's title insurance policy or an attorney's opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. If any document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv) above has been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such later date as is agreed public recording office has retained the original of such document, the obligations of the Seller hereunder shall be deemed to have been satisfied upon (1) delivery by or on behalf of the Seller promptly upon receipt thereof to the Purchaser or any assignee, transferee or designee of the Purchaser of either the original or a copy of such document certified by the Seller in the case of (x) above or the public recording office in the case of (y) above to be a true and complete copy of the recorded original thereof and (2) if such delivered copy is certified by the Seller, then in addition thereto, delivery promptly upon receipt thereof of either the original or a copy of such document certified by the public recording office to be a true and complete copy of the original. In the event that the original lender's title insurance policy has not yet been issued, the Seller shall deliver to the Purchaser or any assignee, transferee or designee of the Purchaser a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company. Promptly upon receipt by the Seller of any such original title insurance policy the Seller shall deliver such to the Purchaser or any assignee, transferee or designee of the Purchaser. The Seller shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon mutual agreement between the Seller and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Trustee and (iii) the date of receipt by the Seller of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in (iii) and (iv) above and shall execute each original Assignment referred to in (iii) in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement". In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (without regard to the Policy); provided further, however, each Assignment shall be submitted for recording by the Seller (each at the direction of the Closing Date and such later date is referred Master Servicer) in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) a failure of the Master Servicer Termination Test as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined set forth in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu (iii) the occurrence of the foregoingbankruptcy or insolvency of the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) if the Seller is not the Master Servicer and with respect to any one assignment or Mortgage, the Seller may deliver the following documentsoccurrence of a bankruptcy, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee insolvency or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information foreclosure relating to the Mortgagor under the related Mortgage. Each original document relating to any Mortgage required to be included thereon, be Loan which is not delivered to recording offices for recording and have not been returned in time to permit their delivery as specified abovethe Purchaser or its assignee, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee transferee or intervening assignments thereofdesignee, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced held by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering shall be so held for the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment benefit of the Mortgage to be recorded not later than 180 days after the Closing DatePurchaser or its assignee, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to abovetransferee or designee.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (i) the original Mortgage Note, endorsed in blank or in the following form "Pay to the order of Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment in blank; (iv) the original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification or substitution agreement, if any; and (vi) the original lender's title insurance policy or, if the original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached to the Pooling and Servicing Agreement. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser within three Business Days. If any of the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such later date as is agreed public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Purchaser of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Purchaser promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Purchaser, the Trustee and the Rating Agencies by the Seller if delivery pursuant to clause (each 2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause to be delivered to the Purchaser, promptly after receipt thereof, the original lender's title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Seller shall (at the expense of the Responsible Party) promptly (within sixty Business Days following the later of the Closing Date and such the date of receipt by the Seller of the recording information for a Mortgage, but in no event later date is than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Purchaser, in the appropriate public office for real property records, each Assignment referred to in Sections 4(b)(iii) and (iv) above and the Seller shall execute each original Assignment or cause each original Assignment to be executed in the following form: "Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a “Mortgage File Delivery Date”)defect therein, the items Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Purchaser receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Seller shall submit or cause to be submitted each Mortgage File Assignment for recording in the manner described above, at the expense of the Responsible Party and at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as defined described in section 2.01 Section 7.02 of the Pooling and Servicing Agreement, provided(v) with respect to any one Assignment, howeverthe occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that in lieu is 90 days or more delinquent. Upon receipt of written notice that recording of the foregoingAssignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Seller may shall be required to deliver the such Assignments or shall cause such Assignments to be delivered within 30 days following documents, under the circumstances set forth below: (x) in lieu receipt of the such notice. Each original Mortgage, assignments document relating to a Mortgage Loan which is not delivered to the Trustee Purchaser or intervening assignments thereof which have been deliveredits assignee, are being delivered transferee or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereofdesignee, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced held by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering shall be so held for the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request benefit of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveits assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant With respect to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the each Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage LoansLoan, the Seller has delivered or will shall deliver or cause to be delivered and release to the Trustee by Purchaser, its designee or the Custodian, (a) at least five (5) Business Days prior to the related Closing Date (or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”may reasonably request), the items original Mortgage Note endorsed in blank and the original Assignment of each Mortgage File as defined assigned in section 2.01 of blank and (b) the Pooling and Servicing Agreementother Mortgage Loan Documents no later than sixty (60) days following the related Closing Date, provided, however, that in lieu of the foregoing, the Seller may deliver subject to the following documentsparagraph. All documents shall be original documents or, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after Loan Documents delivered for recording, either the Cutoriginal recorded documents or clerk-off Date and prior certified copies. In the event that such original or copy of any Mortgage Loan Document is not so delivered to the Purchaser or its designee within one hundred eighty (180) days following the related Closing Date, and in the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by event that the Seller to does not cure such effect. The Seller shall deliver such original documents failure within sixty (including any original documents as to which certified copies had previously been delivered60) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at a price and in the Purchaser manner specified in effecting Subsection 7.03. The foregoing repurchase obligation shall not apply in the assignment referred event the Seller cannot cause the Servicer to abovedeliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate of a servicing officer of the Servicer, confirming that such document has been accepted for recording and that the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within one hundred eighty (180) days after receipt of written notification of such failure from the Purchaser, the Seller shall repurchase the related Mortgage Loan at the price and in the manner specified in Subsection 7.03. To the extent received by it, the Servicer shall promptly forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (i) the original Mortgage Note, endorsed in the following form: "Pay to the order of Firstar Bank, N.A., as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment of Mortgage executed in the following form: "Firstar Bank, N.A. as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the Closing Date immediately preceding clause (iii); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy, together with all endorsements or riders that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor. The Seller promptly shall (within sixty Business Days following the later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such the date of the receipt by the Seller of the recording information for a Mortgage but in no event later date is referred than ninety days following the Closing Date) submit or cause to as a “Mortgage File Delivery Date”)be submitted for recording, at no expense to the Purchaser (or the Trust Fund, the items of each Mortgage File as defined in section 2.01 of Trustee or the Trust Administrator under the Pooling and Servicing Agreement), providedin the appropriate public office for real property records, however, each Assignment referred to in clauses (b)(iii) and (b)(iv) of this Section 4. In the event that in lieu any such Assignment is lost or returned unrecorded because of the foregoinga defect therein, the Seller promptly shall prepare a substitute Assignment or cure such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding anything to the contrary contained in this Section 4, with respect to a maximum of approximately 1.0% of the Mortgage Loans, by aggregate principal balance of the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the following documentsPurchaser or any assignee, under transferee or designee of the circumstances set forth below: Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit 7 attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser or any assignee, transferee or designee of the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser within three Business Days; and if any document referred to in Section 4(b)(ii) or 4(b)(iv) above has been submitted for recording but either (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have has not been returned in time to permit their delivery as specified abovefrom the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller may deliver hereunder shall be deemed to have been satisfied upon delivery to the Purchaser or any assignee, transferee or designee of the Purchaser promptly upon receipt thereof by or on behalf of the Seller of either the original or a true copy thereof with a certification of such document certified by the Seller on the face of such copy, substantially as follows: “Certified applicable public recording office to be a true and correct complete copy of the original, which . In the event that the original lender's title insurance policy has not yet been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect)issued, the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may shall deliver to the Trustee Purchaser or any assignee, transferee or designee of the Purchaser a certification written commitment or interim binder or preliminary report of title issued by the Seller to such effecttitle insurance or escrow company. The Seller shall deliver to the Purchaser or any assignee, transferee or designee of the Purchaser promptly upon receipt by the Seller of any such original documents (including any title insurance policy. Each original documents as document relating to a Mortgage Loan which certified copies had previously been delivered) or such certified copies is not delivered to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsPurchaser or its assignee, transferee or designee, if any, and held by the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignmentsSeller, shall provide an Opinion of Counsel pursuant to Section 6 hereof to be so held for the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request benefit of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveits assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above. * Please contact Nomura Credit & Capital, Inc. for pricing information.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall, at least seven (7) Business Days prior to various conveyance documents to be executed on the Closing Date (or such earlier date as the Purchaser may reasonably request), deliver and pursuant release to the Pooling and Servicing AgreementCustodian, the Purchaser will assign on Mortgage Loan Documents with respect to each Mortgage Loan. To the Closing Date all of its right, title extent that any such Mortgage Loan Documents have been delivered for recording and interest in and have not yet been returned to the Mortgage Loans to Seller by the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loansapplicable recording office, the Seller has delivered or will shall, promptly following receipt by it of such Mortgage Loan Documents from the applicable recording office, deliver or cause to be delivered such documents to the Trustee by the Closing Date Purchaser or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, its designee; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee recorded document or intervening assignments a clerk-certified copy thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, shall be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date no later than two hundred and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to ten (210) days following the Closing Date, the Seller, in lieu of delivering the above documents, may deliver subject to the Trustee a certification by following paragraph. In the Seller to such effect. The Seller shall deliver event that such original documents (including or copy of any original documents as to which certified copies had previously been delivered) or such certified copies document submitted for recordation to the Trustee promptly after they are received. The Seller shall cause appropriate public recording office is not so delivered to the Mortgage Purchaser or its designee within two hundred and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 ten (210) days after following the Closing Date, or, and in lieu the event that the Seller does not cure such failure within thirty (30) days after receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at the Purchaser Repurchase Price. The foregoing repurchase obligation shall not apply in effecting the assignment referred event the Seller cannot deliver such original or clerk-certified copy of any document submitted for recordation to abovethe appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such document has been accepted for recording and that the Seller shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within twelve (12) months after receipt of written notification of such failure from the Purchaser, the Seller shall immediately repurchase the related Mortgage Loan at the Repurchase Price. To the extent received by it, the Servicing Administrator shall promptly forward or cause to be promptly forwarded to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will Depositor does hereby with respect to the Mortgage Loans, deliver or cause to be delivered to the Collateral Agent, on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the Seller (each recorded Assignment of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof); (iv) an Assignment of Mortgage in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and any original recorded Assignment of Mortgage thereof pursuant to clause (iii) above cannot be delivered by the Depositor to the Collateral Agent on behalf of the Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the Depositor may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall on or will deliver before the Closing Date, with respect to the Initial Mortgage Loans, and shall on or before the Subsequent Transfer Date with respect to Subsequent Mortgage Loans, deliver, or cause the Unaffiliated Seller to deliver, to the Collateral Agent, on behalf of the Indenture Trustee (as pledgee of the Trust pursuant to the Indenture), the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office; (iii) the recorded mortgage assignment, or copy thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the related Originator (which assignment may, at such Originator's option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the Trustee title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and a completed assignment thereof in recordable form cannot be delivered by the Closing Date or such later date as is agreed related Originator to the Unaffiliated Seller, and by the Purchaser and Unaffiliated Seller to the Seller (each Collateral Agent, on behalf of the Closing Date Indenture Trustee prior to or concurrently with the execution and such later date is referred delivery of this Agreement (or, with respect to as a “Subsequent Mortgage File Delivery Loans, prior to or on the related Subsequent Transfer Date”), the items of each Mortgage File as defined due to a delay in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoingconnection with recording, the Seller may deliver the following documents, under the circumstances set forth below: related Originator may: (x) in lieu of delivering such original recorded Mortgage, deliver to the Collateral Agent, on behalf of the Indenture Trustee, a copy thereof; provided, that the related Originator certifies that the original Mortgage, assignments Mortgage has been delivered to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon a title insurance company for recordation after receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face its policy of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” title insurance or binder therefor; and (y) in lieu of delivering the completed assignment in recordable form, deliver to the Collateral Agent, on behalf of the Indenture Trustee, the assignment in recordable form, otherwise complete except for recording information. The Collateral Agent, on behalf of the Indenture Trustee, shall promptly upon receipt thereof, with respect to each Mortgage Note described in Section 2.05(a)(i) hereof and each assignment described in Section 2.05(a)(iv) hereof, endorse such Mortgage Note and assignment as follows: "The Chase Manhattan Bank, as Indenture Trustee under the Indenture dated as of June 1, 1999, ABFS Mortgage Loan Trust 1999-2." (b) As promptly as practicable, but in any event within thirty (30) days from the Closing Date or the Subsequent Transfer Date, as applicable, the Unaffiliated Seller shall promptly submit, or cause to be submitted by the related Originator, for recording in the appropriate public office for real property records, each assignment referred to in Section 2.05(a)(iv). The Collateral Agent, on behalf of the Indenture Trustee, shall retain a copy of each assignment submitted for recording. In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Unaffiliated Seller or such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall submit each such assignment for recording. The costs relating to the delivery and recordation of the documents in connection with the Mortgage Loans as specified in this Article II shall be borne by the Unaffiliated Seller. (c) The Unaffiliated Seller or the related Originator shall, within five (5) Business Days after the receipt thereof, deliver, or cause to be delivered, to the Collateral Agent, on behalf of the Indenture Trustee: (i) the original recorded Mortgage and related power of attorney, if any, in those instances where a copy thereof certified by the related Originator was delivered to the Collateral Agent, on behalf of the Indenture Trustee; (ii) the original recorded assignment of Mortgage from the related Originator to the Indenture Trustee, which, together with any intervening assignments of Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals evidences a complete chain of such documents or if the originals are lost (in each case, as evidenced by a certification assignment from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu originator of the Mortgage Notes Loan to the Indenture Trustee, in those instances where copies of such assignments certified by the related Originator were delivered to the Collateral Agent, on behalf of the Indenture Trustee, and (iii) the title insurance policy or title opinion required in Section 2.05(a)(vi). The Collateral Agent shall review the recorded assignment to confirm the information contained therein. The Collateral Agent shall notify Indenture Trustee, the Note Insurer and the Servicer, of any defect in such assignment based on such review. The Servicer shall have a period of sixty (60) days following such notice to correct or cure such defect. In the event that the Servicer fails to record an assignment of a Mortgage as provided herein, the Collateral Agent shall, at the Servicer's expense, use reasonable efforts to prepare and, if required hereunder, file such assignments for recordation in the appropriate real property or other records and the Servicer hereby appoints the Collateral Agent as its attorney-in-fact with full power and authority acting in its stead for the purpose of such preparation, execution and filing. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Collateral Agent, on behalf of the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward, or cause to be forwarded, to the Collateral Agent, on behalf of the Indenture Trustee, additional original documents evidencing any assumption or modification of a Mortgage Loan. (d) All original documents relating to the Mortgage LoansLoans that are not delivered to the Collateral Agent, each identified in on behalf of the list delivered Indenture Trustee, as permitted by Section 2.05(a) hereof are, and shall be, held by the Purchaser Servicer, the Unaffiliated Seller or the related Originator, as the case may be, in trust for the benefit of the Indenture Trustee, on behalf of the Noteholders and the Note Insurer. In the event that any such original document is required pursuant to the Trustee terms of this Section 2.05 to be a part of an Indenture Trustee's Mortgage File, such document shall be delivered promptly to the Collateral Agent, on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities behalf of the Seller; Indenture Trustee. From and provided further, however, that in after the case sale of the Mortgage Loans which have been prepaid in full after to the Cut-off Date and Trust pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans prior to the Closing Datevesting of legal title in the Trust, such title shall be retained in trust for the Seller, in lieu Trust as the owner of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anyLoans, and the assignment Indenture Trustee, as the pledgee of the Trust under the Indenture. In acting as custodian of any original document which is part of the Indenture Trustee's Mortgage to be recorded Files, the Servicer agrees further that it does not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is and will not necessary to protect the Trustee’s have or assert any beneficial ownership interest in the related Mortgage LoanLoans or the Mortgage Files. Upon Promptly upon the request Servicer's receipt of any such original document, the Servicer, on behalf of the PurchaserTrust, shall xxxx conspicuously each such original document, and its master data processing records with a legend evidencing that the Seller will assist Trust has purchased the Purchaser in effecting related Mortgage Loan and all right and title thereto and interest therein, and pledged such Mortgage Loan and all right and title thereto and interest therein to the assignment referred to aboveIndenture Trustee, on behalf of the Noteholders and the Note Insurer.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall, on or will deliver before the Closing Date, deliver, or cause to be delivered delivered, to the Indenture Trustee by the Closing Date or such later date (as is agreed to by the Purchaser and the Seller (each pledgee of the Closing Date and such later date is referred Issuing Entity pursuant to as a “Mortgage File Delivery Date”the Indenture), the items of following documents or instruments constituting the Indenture Trustee’s Mortgage File with respect to each Mortgage File Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank or to “[ ], as defined in section 2.01 Indenture Trustee under the Indenture dated as of [DATE], NovaStar Mortgage Funding Trust 200[_]-[_]” by the Sponsor, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office and if the Mortgage Loan is registered on the MERS System, such Mortgage or an assignment of the Pooling mortgage shall reflect MERS as the mortgagee of record and Servicing Agreementshall include the MIN for such Mortgage Loan; (iii) each intervening mortgage assignment, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt with evidence of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents indicated thereon or if the originals are lost (in each caseoriginal is not available, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification copy thereof certified by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), which assignment may, at the Sponsor’s option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) unless the Mortgage Loan is registered on the MERS System, a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction as evidenced by an Opinion of Counsel addressed to the Indenture Trustee, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed (if any); and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage to in recordable form cannot be recorded not later than 180 days after delivered by the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof Sponsor to the effect that Indenture Trustee prior to or concurrently with the recordation execution and delivery of such assignment is not necessary this Agreement due to protect the Trustee’s interest a delay in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.Sponsor may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall, with respect to the Initial Mortgage Loans, and shall on or will deliver before the Subsequent Transfer Date with respect to Subsequent Mortgage Loans, deliver, or cause the Unaffiliated Seller to deliver, to the Collateral Agent, on behalf of the Indenture Trustee (as pledgee of the Trust pursuant to the Indenture), the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office; (iii) the recorded mortgage assignment, or copy thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the related Originator (which assignment may, at such Originator's option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the Trustee title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and a completed assignment thereof in recordable form cannot be delivered by the Closing Date or such later date as is agreed related Originator to the Unaffiliated Seller, and by the Purchaser and Unaffiliated Seller to the Seller (each Collateral Agent, on behalf of the Closing Date Indenture Trustee prior to or concurrently with the execution and such later date is referred delivery of this Agreement (or, with respect to as a “Subsequent Mortgage File Delivery Loans, prior to or on the related Subsequent Transfer Date”), the items of each Mortgage File as defined due to a delay in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoingconnection with recording, the Seller may deliver the following documents, under the circumstances set forth below: related Originator may: (x) in lieu of delivering such original recorded Mortgage, deliver to the Collateral Agent, on behalf of the Indenture Trustee, a copy thereof; provided, that the related Originator certifies that the original Mortgage, assignments Mortgage has been delivered to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon a title insurance company for recordation after receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face its policy of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” title insurance or binder therefor; and (y) in lieu of delivering the completed assignment in recordable form, deliver to the Collateral Agent, on behalf of the Indenture Trustee, the assignment in recordable form, otherwise complete except for recording information. The Collateral Agent, on behalf of the Indenture Trustee, shall promptly upon receipt thereof, with respect to each Mortgage Note described in Section 2.05(a)(i) hereof and each assignment described in Section 2.05(a)(iv) hereof, endorse such Mortgage Note and assignment as follows: "The Bank of New York, as Indenture Trustee under the Indenture dated as of November 1, 1998, ABFS Mortgage Loan Trust 1998-4." (b) As promptly as practicable, but in any event within thirty (30) days from the Closing Date or the Subsequent Transfer Date, as applicable, the Unaffiliated Seller shall promptly submit, or cause to be submitted by the related Originator, for recording in the appropriate public office for real property records, each assignment referred to in Section 2.05(a)(iv). The Collateral Agent, on behalf of the Indenture Trustee, shall retain a copy of each assignment submitted for recording. In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Unaffiliated Seller or such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall submit each such assignment for recording. The costs relating to the delivery and recordation of the documents in connection with the Mortgage Loans as specified in this Article II shall be borne by the Unaffiliated Seller. (c) The Unaffiliated Seller or the related Originator shall, within five (5) Business Days after the receipt thereof, deliver, or cause to be delivered, to the Collateral Agent, on behalf of the Indenture Trustee: (i) the original recorded Mortgage and related power of attorney, if any, in those instances where a copy thereof certified by the related Originator was delivered to the Collateral Agent, on behalf of the Indenture Trustee; (ii) the original recorded assignment of Mortgage from the related Originator to the Indenture Trustee, which, together with any intervening assignments of Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals evidences a complete chain of such documents or if the originals are lost (in each case, as evidenced by a certification assignment from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu originator of the Mortgage Notes Loan to the Indenture Trustee, in those instances where copies of such assignments certified by the related Originator were delivered to the Collateral Agent, on behalf of the Indenture Trustee, and (iii) the title insurance policy or title opinion required in Section 2.05(a)(vi). The Collateral Agent shall review the recorded assignment to confirm the information contained therein. The Collateral Agent shall notify Indenture Trustee, the Note Insurer and the Servicer, of any defect in such assignment based on such review. The Servicer shall have a period of sixty (60) days following such notice to correct or cure such defect. In the event that the Servicer fails to record an assignment of a Mortgage as provided herein, the Collateral Agent shall, at the Servicer's expense, use reasonable efforts to prepare and, if required hereunder, file such assignments for recordation in the appropriate real property or other records and the Servicer hereby appoints the Collateral Agent as its attorney-in-fact with full power and authority acting in its stead for the purpose of such preparation, execution and filing. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Collateral Agent, on behalf of the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward, or cause to be forwarded, to the Collateral Agent, on behalf of the Indenture Trustee, additional original documents evidencing any assumption or modification of a Mortgage Loan. (d) All original documents relating to the Mortgage LoansLoans that are not delivered to the Collateral Agent, each identified in on behalf of the list delivered Indenture Trustee, as permitted by Section 2.05(a) hereof are, and shall be, held by the Purchaser Servicer, the Unaffiliated Seller or the related Originator, as the case may be, in trust for the benefit of the Indenture Trustee, on behalf of the Noteholders and the Note Insurer. In the event that any such original document is required pursuant to the Trustee terms of this Section 2.05 to be a part of an Indenture Trustee's Mortgage File, such document shall be delivered promptly to the Collateral Agent, on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities behalf of the Seller; Indenture Trustee. From and provided further, however, that in after the case sale of the Mortgage Loans which have been prepaid in full after to the Cut-off Date and Trust pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans prior to the Closing Datevesting of legal title in the Trust, such title shall be retained in trust for the Seller, in lieu Trust as the owner of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anyLoans, and the assignment Indenture Trustee, as the pledgee of the Trust under the Indenture. In acting as custodian of any original document which is part of the Indenture Trustee's Mortgage to be recorded Files, the Servicer agrees further that it does not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is and will not necessary to protect the Trustee’s have or assert any beneficial ownership interest in the related Mortgage LoanLoans or the Mortgage Files. Upon Promptly upon the request Servicer's receipt of any such original document, the Servicer, on behalf of the PurchaserTrust, shall xxxx conspicuously each such original document, and its master data processing records with a legend evidencing that the Seller will assist Trust has purchased the Purchaser in effecting related Mortgage Loan and all right and title thereto and interest therein, and pledged such Mortgage Loan and all right and title thereto and interest therein to the assignment referred to aboveIndenture Trustee, on behalf of the Noteholders and the Note Insurer.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall, on or will deliver before the Closing Date, in the case of a Closing Date Mortgage Loan and two business days prior to the related Subsequent Transfer Date in the case of a Subsequent Mortgage Loan, deliver, or cause to be delivered, to the Indenture Trustee (as pledgee of the Issuing Entity pursuant to the Indenture), the following documents or instruments constituting the Indenture Trustee’s Mortgage File with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank or to “Deutsche Bank National Trust Company, as Indenture Trustee under the Indenture dated as of June 1, 2006, Accredited Mortgage Loan Trust 2006-2” by the Sponsor, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office and if the Mortgage Loan is registered on the MERS System, such Mortgage or an assignment of the mortgage shall reflect MERS as the mortgagee of record and shall include the MIN for such Mortgage Loan; (iii) each intervening mortgage assignment, with evidence of recording indicated thereon or if the original is not available, a copy thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), which assignment may, at the Sponsor’s option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) unless the Mortgage Loan is registered on the MERS System, a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction as evidenced by an Opinion of Counsel addressed to the Indenture Trustee, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed (if any); and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the Trustee title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage in recordable form cannot be delivered by the Closing Date Sponsor to the Indenture Trustee prior to or such later date as is agreed concurrently with the execution and delivery of this Agreement due to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)delay in connection with recording, the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: Sponsor may: (x) in lieu of delivering such original recorded Mortgage or intervening mortgage assignment, deliver to the Indenture Trustee, a copy thereof and the Sponsor hereby certifies that the original Mortgage, assignments Mortgage has been delivered to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon a title insurance company for recordation after receipt of recording information relating to its policy of title insurance or the Mortgage required to be included thereonrelated binder, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” commitment or preliminary report thereof; and (y) in lieu of the Mortgage, assignments with respect to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost clause (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (ziv) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Sellerabove, in lieu of delivering the above documentscompleted assignment in recordable form, may deliver to the Trustee a certification by Indenture Trustee, the Seller to such effectassignment in recordable form, otherwise complete except for recording information. The Seller Indenture Trustee is hereby authorized and directed, upon an Event of Default and subject to subsection (b) below, with respect to each assignment described in Section 2.05(a)(iv) hereof, to endorse such assignment as follows: “Deutsche Bank National Trust Company, as Indenture Trustee under the Indenture dated as of June 1, 2006, Accredited Mortgage Loan Trust 2006-2.” (b) As promptly as practicable, but in any event within thirty (30) days from the Closing Date or the relevant Subsequent Transfer Date, as applicable, the Sponsor shall deliver such original documents (including any original documents as promptly submit, or cause to which certified copies had previously been delivered) or such certified copies be submitted for recording in the appropriate public office for real property records, each assignment referred to in Section 2.05(a)(iv); provided, that the Trustee promptly after they are received. The Seller shall Sponsor need not cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after any assignment which (i) is registered on the Closing DateMERS System, oror (ii) relates to a Mortgage Loan in any jurisdiction under the laws of which, in lieu of such assignments, shall provide as evidenced by an Opinion of Counsel pursuant to Section 6 hereof delivered by the Sponsor (at the Sponsor’s expense) to the effect that Indenture Trustee, acceptable to the Rating Agencies, the recordation of such assignment is not necessary to protect the Indenture Trustee’s, the Noteholders’, the Swap Provider’s and the Certificates’ interest in the related Mortgage Loan. Upon The Indenture Trustee, shall retain a copy of each assignment submitted for recording. In the request event that any such assignment is lost or returned unrecorded because of a defect therein, the Sponsor shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Sponsor shall submit each such assignment for recording. The costs relating to the delivery and recordation of the Purchaserdocuments in connection with the Mortgage Loans as specified in this Article II shall be borne by the Sponsor. With respect to Mortgage Loans (i) not registered on the MERS System, or (ii) not covered by an Opinion of Counsel described in this section 2.05(b) to the extent that assignments of mortgage have not been recorded within one year after the Closing Date or the relevant Subsequent Transfer Date, as applicable, the Seller will assist Depositor shall, and if the Purchaser Depositor fails to, then the Sponsor shall be obligated to repurchase such Mortgage Loans in effecting accordance with the provisions of Section 4.02. In connection with the assignment referred of any Mortgage Loan registered on the MERS System, promptly after the Closing Date or the relevant Subsequent Transfer Date, as applicable, the Sponsor will cause, at its own expense, the MERS System to aboveindicate that such Mortgage Loan has been assigned to the Indenture Trustee for the benefit of the Noteholders by entering (a) the Indenture Trustee’s Org ID in the “Investor” field which identifies the Indenture Trustee and (b) in the “Pool” field a code which identifies the securitization serial number of the Notes issued in connection with such Mortgage Loans. The Sponsor and the Servicer will not alter the entries referenced in this paragraph with respect to any such Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased or otherwise in accordance with the terms of this Agreement. (c) The Sponsor shall, within five (5) Business Days after the receipt thereof, deliver, or cause to be delivered, to the Indenture Trustee: (i) the original recorded Mortgage and related power of attorney, if any, in those instances where a copy thereof certified by the Sponsor was delivered to the Indenture Trustee; (ii) the original recorded assignment of Mortgage from the last endorsee to the Indenture Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the originator of the Mortgage Loan to the Indenture Trustee, in those instances where copies of such assignments certified by the Sponsor were delivered to the Indenture Trustee; and (iii) the title insurance policy or title opinion required in Section 2.05(a)(vi). Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Sponsor may forward, or cause to be forwarded, to the Indenture Trustee, additional original documents evidencing any assumption or modification of a Mortgage Loan. (d) All original documents relating to the Mortgage Loans that are not required to be delivered to the Indenture Trustee, pursuant to Section 2.05(a) hereof are, and shall be, held by the Servicer, the Sponsor or the Depositor, as the case may be, in trust for the benefit of the Indenture Trustee, on behalf of the Noteholders and the Swap Provider. In the event that any such original document is required pursuant to the terms of this Section 2.05 to be a part of an Indenture Trustee’s Mortgage File, such document shall be delivered promptly to the Indenture Trustee. From and after the sale of the Mortgage Loans to the Issuing Entity pursuant hereto, to the extent that the last assignee thereof retains title of record to any Mortgage Loans prior to the vesting of legal title in the Issuing Entity, such title shall be retained in trust for the Issuing Entity as the owner of the Mortgage Loans, and the Indenture Trustee, as the pledgee of the Issuing Entity under the Indenture. In acting as custodian of any original document which is part of the Indenture Trustee’s Mortgage Files, the Servicer agrees further that it does not and will not have or assert any beneficial ownership interest in the related Mortgage Loans or the Mortgage Files. Promptly upon the Servicer’s receipt of any such original document, the Servicer, on behalf of the Issuing Entity, shall xxxx conspicuously each such original document, and its master data processing records with a legend evidencing that the Issuing Entity has purchased the related Mortgage Loan and all right and title thereto and interest therein, and pledged such Mortgage Loan and all right and title thereto and interest therein to the Indenture Trustee, on behalf of the Noteholders and the Swap Provider.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will Depositor does hereby with respect to the Mortgage Loans, deliver or cause to be delivered to the Collateral Agent, on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the Seller (each recorded Assignment of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment original mortgagee/secured party of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof); (iv) an Assignment of Mortgage in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and any original recorded Assignment of Mortgage thereof pursuant to clause (iii) above cannot be delivered by the Depositor to the Collateral Agent on behalf of the Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the Depositor may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall, on or will deliver before the Closing Date, deliver, or cause to be delivered delivered, to the Indenture Trustee by the Closing Date or such later date (as is agreed to by the Purchaser and the Seller (each pledgee of the Closing Date and such later date is referred Issuing Entity pursuant to as a “Mortgage File Delivery Date”the Indenture), the items of following documents or instruments constituting the Indenture Trustee’s Mortgage File with respect to each Mortgage File Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank or to “[ ], as defined in section 2.01 Indenture Trustee under the Indenture dated as of [DATE], Accredited Mortgage Loan Trust 200[ ]-[ ]” by the Sponsor, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office and if the Mortgage Loan is registered on the MERS System, such Mortgage or an assignment of the Pooling mortgage shall reflect MERS as the mortgagee of record and Servicing Agreementshall include the MIN for such Mortgage Loan; (iii) each intervening mortgage assignment, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt with evidence of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents indicated thereon or if the originals are lost (in each caseoriginal is not available, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification copy thereof certified by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), which assignment may, at the Sponsor’s option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) unless the Mortgage Loan is registered on the MERS System, a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction as evidenced by an Opinion of Counsel addressed to the Indenture Trustee, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed (if any); and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage to in recordable form cannot be recorded not later than 180 days after delivered by the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof Sponsor to the effect that Indenture Trustee prior to or concurrently with the recordation execution and delivery of such assignment is not necessary this Agreement due to protect the Trustee’s interest a delay in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.Sponsor may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall on or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to before the Closing Date, deliver, or cause the SellerUnaffiliated Seller to deliver, in lieu of delivering the above documents, may deliver to the Collateral Agent, on behalf of the Indenture Trustee a certification (as pledgee of the Trust pursuant to the Indenture), the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Seller to such effect. The Seller shall deliver such related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original documents Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office; (including any original documents as to which iii) the recorded mortgage assignment, or copy thereof certified copies had previously been delivered) or such certified copies to by the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and a completed assignment thereof in recordable form cannot be delivered by the related Originator to the Unaffiliated Seller, and by the Unaffiliated Seller to the Collateral Agent, on behalf of the Indenture Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the related Originator may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will Depositor shall deliver or cause to be delivered to the Trustee Collateral Agent, on behalf of the Indenture Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the Seller (each recorded Assignment of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof); (iv) an Assignment of Mortgage in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and any original recorded Assignment of Mortgage thereof pursuant to clause (iii) above cannot be delivered by the Depositor to the Collateral Agent on behalf of the Indenture Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the Depositor may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor does hereby with respect to the Initial Mortgage Loans, and will on or will before the Subsequent Transfer Date with respect to Subsequent Mortgage Loans, deliver or cause to be delivered to the Collateral Agent, on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the Seller (each recorded Assignment of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof); (iv) an Assignment of Mortgage in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and any original recorded Assignment of Mortgage thereof pursuant to clause (iii) above cannot be delivered by the Depositor to the Collateral Agent on behalf of the Trustee prior to or concurrently with the execution and delivery of this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the Subsequent Transfer Date), due to a delay in connection with recording, the Depositor may:

Delivery of Mortgage Loan Documents. Pursuant The Seller shall deliver and release to various conveyance documents the Custodian no later than five (5) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by the Custodial Agreement with respect to each Mortgage Loan set forth on the related Mortgage Loan Schedule. The Custodian shall certify its receipt of all such Mortgage Loan Documents required to be executed on the Closing Date and delivered pursuant to the Pooling Custodial Agreement for the related Closing Date, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Seller shall comply with the terms of the Custodial Agreement and Servicing Agreement, the Purchaser will assign on shall pay all fees and expenses of the Closing Date all of its right, title and interest in and Custodian. The Seller shall or shall cause the Interim Servicer to forward to the Mortgage Loans Custodian, or to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date other Person as is agreed to by the Purchaser and the Seller (each shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of the Closing Date and such later date is referred to as a “any Mortgage File Delivery Date”), the items Loan entered into in accordance with this Agreement within two weeks of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreementtheir execution, provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsCustodian, under or to such other Person as the circumstances set forth below: (x) Purchaser shall designate in lieu writing, with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall promptly provide the original Mortgage, assignments to the Trustee of any document submitted for recordation or intervening assignments thereof which have been delivered, are being delivered or will upon receipt a copy of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification such document certified by the Seller on the face of such copy, substantially as follows: “Certified appropriate public recording office to be a true and correct complete copy of the originaloriginal within 180 days of its submission for recordation; provided however, which has been transmitted that if delivery is not completed within 180 days after such documents were submitted for recording;” (y) recordation solely due to delays in lieu making such delivery by reason of the Mortgagefact that such documents shall not have been returned by the appropriate recording office, assignments the Seller shall continue to the Trustee or intervening assignments thereofuse its best efforts to effect delivery as soon as possible thereafter, if the applicable jurisdiction retains the originals but in no event shall delivery of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where occur more than 240 days after such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effectsubmitted for recordation. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies grant a sufficient limited power of attorney to the Trustee promptly after they are received. The Seller shall cause Purchaser to enable the Purchaser to execute legal, valid and enforceable Assignments of Mortgage for the Mortgage Loans on behalf of the Seller. In the event any document required to be delivered to the Custodian in the Custodial Agreement, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 90 days following the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank and intervening assignmentsrecorded subsequently by the Purchaser or its designee and an assumption, if anymodification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement), and in the assignment event that the Seller does not cure such failure within 30 days of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu discovery or receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at the price and in the manner specified in Subsection 9.03. The foregoing repurchase obligation shall not apply if the Seller cannot cause the Interim Servicer to deliver such original or copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer’s certificate. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in effecting transferring all original documents to the assignment referred Custodian or, upon written request of the Purchaser, to abovethe Purchaser or the Purchaser’s designee. The Purchaser or the Purchaser’s designee shall be responsible for recording the Assignments of Mortgage and shall be reimbursed by the Seller for the costs associated therewith pursuant to the preceding sentence.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loanseach conveyance pursuant to Section 2.1, 2.2 or 2.10 hereof, the Seller Depositor has delivered or will does hereby agree to deliver or cause to be delivered to the Trustee the Certificate Insurance Policy and each of the following documents for each Mortgage Loan sold by the Closing Date or such later date as is agreed Seller to the Depositor and sold by the Purchaser Depositor to the Trust Fund: (i) The original Mortgage Note, endorsed by the holder of record without recourse in the following form: "Pay to the order of ___________, without recourse" and signed in the Seller name of an authorized officer of the holder of record, ________________, and if by the Seller, by an authorized officer; (each ii) The original Mortgage with evidence of recording indicated thereon; provided, however, that if such Mortgage has not been returned from the applicable recording office, then such recorded Mortgage shall be delivered when so returned; (iii) An assignment of the original Mortgage, in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located, in the name of the holder of record of the Mortgage Loan by an authorized officer (with evidence of submission for recordation of such assignment in the appropriate real estate recording office for such Mortgaged Property to be received by the Trustee within 45 days of the Closing Date and such later date is referred or, with respect to as a “Subsequent Mortgage Loans, the Subsequent Transfer Date); provided, however, that Assignments of Mortgages shall not be required to be submitted for recording with respect to any Mortgage Loan which relates to the Trustee's Mortgage File Delivery Date”)if the Trustee, each of the Rating Agencies and the Certificate Insurer shall have received an opinion of counsel satisfactory to the Trustee, each of the Rating Agencies and the Certificate Insurer stating that, in such counsel's opinion, the items failure to record such Assignment of each Mortgage File shall not have a materially adverse effect on the security interest of the Trustee in the Mortgage; provided, further, that any Assignment of Mortgage for which an opinion has been delivered shall be recorded upon the earlier to occur of (i) receipt by the Trustee of the Certificate Insurer's written direction to record such Mortgage, (ii) the occurrence of any Event of Default, as such term is defined in section 2.01 of the this Pooling and Servicing Agreement, or (iii) a bankruptcy or insolvency proceeding involving the Mortgagor is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan; provided, further, that if the 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 or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date); (iv) Any intervening Assignments of the Mortgage with evidence of recording thereon; (v) Any assumption, modification, consolidation or extension agreements; and (1) The policy of title insurance (or a commitment for title insurance, if the policy is being held by the title insurance company pending recordation of the Mortgage) and the certificate of primary mortgage guaranty insurance, if any, issued with respect to any Mortgage Loan with a credit limit or Principal Balance in excess of $______ and with respect to any Mortgage Loan which is in a first lien position; (2) The limited liability title assurance with respect to any Mortgage Loan in a second lien position with a credit limit or Principal Balance between $_____ and $______ and which has a second mortgage ratio greater than _____% and with respect to any Mortgage Loan with a credit limit or Principal Balance between $_____ and $______; provided, however, that in lieu the case of any Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the date of the foregoingexecution of this Agreement, the Seller may deliver the following documentsDepositor, under the circumstances set forth below: (x) in lieu of delivering the original Mortgageabove documents, assignments hereby delivers to the Trustee a certification of an officer of the Seller of the nature set forth in Exhibit M attached hereto; and provided, further, however, that as to certain Mortgages or intervening assignments thereof which have been delivered, delivered or are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned to the Seller in time to permit their delivery as specified abovehereunder at the time of such transfer, in lieu of delivering such original documents, the Seller may deliver Depositor is delivering to the Trustee a true copy thereof with a certification by the Seller on the face of such copy, copy substantially as follows: “Certified to be a "certified true and correct copy of the original, original which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments recordation." The Seller has agreed pursuant to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; Purchase and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, howeverSale Agreement, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall it will deliver such original documents (including documents, together with any original documents as to which certified copies had related policy of title insurance not previously been delivered) or such certified copies , on behalf of the Depositor to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not no later than 180 120 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 Seller 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 Seller has agreed pursuant to the Purchase and Sale Agreement, at its own expense, to record (or to provide the Trustee with evidence of recordation thereof) each assignment within 45 days of the Closing Date or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date, in lieu of the appropriate public office for real property records, provided that such assignmentsassignments are redelivered by the Trustee to the Seller upon the Seller's written request and at the Seller's expense, shall provide unless the Seller (at its expense) furnishes to the Trustee, the Certificate Insurer and the Rating Agencies an unqualified Opinion of Counsel pursuant reasonably acceptable to Section 6 hereof the Trustee to the effect that the recordation of such assignment is not necessary under applicable state law to protect preserve the Trustee’s 's interest in the related Mortgage LoanLoan against the claim of any subsequent transferee of such Mortgage Loan or any successor to, or creditor of, the Seller. Upon On or prior to the request Closing Date, or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer 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, ________________. The Servicer, at its own expense shall also complete each Assignment of Mortgage such that the final Assignment of Mortgage appears in the following form: "________________, as Trustee for ___________________ Trust _____ formed pursuant to the Pooling and Servicing Agreement dated as of ___________________, between Home Equity Securitization Corp. as Depositor, _________________ as Servicer and ________________, as Trustee" (b) Without diminution of the Purchaserrequirements of Sections 2.2(c) and this Section 2.3, all original documents relating to the Mortgage Loans that are not delivered to the Trustee are and shall be delivered to the Servicer by the Seller on behalf of the Depositor pursuant to the Purchase and Sale Agreement, and shall be held by the Servicer in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section 2.3 to be a part of a Mortgage File, the Servicer shall promptly 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 Mortgage Loans or the Mortgage 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 conspicuously each original document not delivered to the Trustee, and the Seller's master data processing records evidencing each Mortgage Loan with a legend, acceptable to the Trustee and the Certificate Insurer, evidencing that the Trust has purchased the Mortgage Loans and all right and title thereto and interest therein pursuant to the Purchase and 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 Seller, the Servicer, the Custodian or the Trustee to be lost, stolen or destroyed the Seller will assist shall deliver a photostatic copy of such Mortgage Note and, within 14 days of the Purchaser 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 effecting form and substance acceptable to the assignment referred Trustee, and shall further agree to abovehold 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 Seller of such lost note affidavit shall not affect the obligations of the Seller under the Purchase and Sale Agreement with respect to the related Mortgage Loan.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall, at least five (5) Business Days prior to various conveyance documents the related Closing Date, deliver and release to the Purchaser or its designee the Mortgage Loan Documents with respect to each Mortgage Loan to be executed purchased and sold on the such Closing Date and pursuant set forth on the related Mortgage Loan Schedule delivered with such Mortgage Loan Documents. The Seller shall forward to the Pooling Purchaser or its designee original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution, provided, however, that the Seller shall provide the Purchaser or its designee with a certified true copy of any such document submitted for recordation within two weeks of its execution, and Servicing Agreementshall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within ninety days of its submission for recordation. If in connection with any assumption, modification, consolidation or extension of any Mortgage Loan, the Purchaser will assign on applicable Seller has not delivered or caused to be delivered any original document evidencing an assumption, modification, consolidation or extension with evidence of recording thereon because of a delay caused by the Closing Date all of its right, title and interest in and to public recording office where such document has been delivered for recordation or because such document has been lost or because such public recording office retains the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loansoriginal recorded document, the Seller has delivered or will shall deliver or cause to be delivered to the Trustee Purchaser, (i) in the case of a delay caused by the Closing Date or public recording office, a copy of such later date as is agreed to document certified by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)applicable Seller, the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreementescrow agent, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee title insurer or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified closing attorney to be a true and correct complete copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; recorded document and (zii) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case where a public recording office retains the original recorded document or in the case where a document is lost after recordation in a public recording office, a copy of Mortgage Loans which have been prepaid in full after such document certified by such public recording office to be a true and complete copy of the Cut-off Date and prior to original recorded document; In the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by event that the Seller does not comply with the delivery requirements set forth in this Subsection 6.03 with respect to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsLoan, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the Loan shall, upon request of the Purchaser, be repurchased by the Seller will assist at the Purchaser Repurchase Price in effecting the assignment referred to aboveaccordance with Subsection 7.03.

Delivery of Mortgage Loan Documents. Pursuant (a) On or prior to various conveyance the Closing Date the Seller shall deliver to and deposit with the Indenture Trustee each of the following documents for each Mortgage Loan: (i) the original Mortgage Note or Loan Agreement, endorsed by the holder of record without recourse in the following form: "Pay to the order of ____________, without recourse" and signed in the name of the holder of record, and if by the Seller, by an authorized officer by either original or facsimile signature; provided, however, that in lieu of delivery of the original Mortgage Note or Loan Agreement, a lost note affidavit may be delivered; (ii) the original Mortgage with evidence of recording indicated thereon; provided, however, that if such Mortgage with evidence of recording thereon cannot be delivered because of a delay caused by the recording office where such Mortgage was delivered for recordation, then a photocopy of such Mortgage shall be delivered; (iii) in the case of Mortgage Loans not registered on the MERS(R)System, an assignment of the original Mortgage, in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located, in the name of the holder of record of the Mortgage Loan by an authorized officer, which assignment may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction. Except as provided in the immediately following sentence no assignments of mortgages shall be required to be executed submitted for recording with respect to any Mortgage Loan. Any assignment not submitted for recordation shall be recorded by the Seller upon the earlier to occur of (i) the occurrence and continuation of any Event of Default, as such term is defined in the Indenture or (ii) a bankruptcy or insolvency proceeding involving the Mortgagor is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan; provided, however, that if the 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 such unrecorded Mortgage Loan shall be delivered on the Closing Date and pursuant to Date); (iv) the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date original or certified copy of all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment intervening assignments of the Mortgage Loanswith evidence of recording thereon; provided, however, that if the original intervening assignment of mortgage with evidence of recording thereon cannot be delivered because of a delay caused by the recording office where such intervening assignment was delivered for recordation, then a photocopy of such intervening assignment of mortgage shall be delivered; and (v) the original or a certified copy of all assumption, extension, modification, written assurance or substitution agreement. (b) In the event that any such Assignment of Mortgage referred to in clause (a)(iii) above is not in a suitable form for recording or is lost or, upon an attempt to record such Assignment of Mortgage, is returned unrecorded because of a defect therein, the Seller has delivered shall promptly prepare a substitute Assignment of Mortgage or will cure such defect or repurchase the Mortgage Loan as required by Section 2.05(b) hereof, as the case may be. (c) The Seller shall, on the 15th day of each calendar month deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Indenture Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt its designee such of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery it as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost received (in each caseany event, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not no later than 180 120 days after the Closing Date): (i) the original recorded mortgage and related power of attorney, orif any, in lieu those instances where a copy thereof certified by the Seller was delivered to the Purchaser; with any intervening assignments of Mortgage, evidencing a complete chain of assignment from the originator of the Mortgage Loan to the Seller in those instances where copies of such assignmentsAssignments certified by the Seller were delivered to the Indenture Trustee. Notwithstanding anything to the contrary contained in this Section 2.04, in those instances where the public recording office retains the original Mortgage, power of attorney, if any, assignment or Assignment of Mortgage or other recordable document, if any, after it has been recorded or such original has been returned by the recording office but has not yet arrived at the Seller, or it has been lost by the recording office, the Seller shall provide be deemed to have satisfied its obligations hereunder upon delivery to the Purchaser of a copy of such Mortgage, power of attorney, if any, assignment or Assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Seller may forward or cause to be forwarded to the Purchaser additional original documents evidencing an Opinion assumption or modification of Counsel a Mortgage Loan. (d) All original documents relating to the Mortgage Loans that are not delivered to the Purchaser as permitted by this Section 2.04 are and shall be held by the Seller in trust for the benefit of the Purchaser or its assignee, or the assignees of its assignee. In the event that any such original document is required pursuant to the terms of this Section 6 hereof 2.04 to be a part of a Mortgage File, such document shall be delivered promptly to, or upon the instruction of, the Purchaser. From and after the sale of the Mortgage Loans to the effect Purchaser pursuant hereto, to the extent that the recordation Seller retains legal title of such assignment is not necessary record to protect any Mortgage Loans prior to the Trustee’s interest vesting of legal title in the related Mortgage Loan. Upon the request of the Purchaser, and, pursuant to the Seller will assist Sale and Servicing Agreement, thereafter in the Purchaser Issuer, such title shall be retained in effecting trust for the assignment referred to abovePurchaser, on behalf of and for the benefit of the Issuer as the owner of the Mortgage Loans and the Indenture Trustee, as the Purchaser's assignee.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall, on or will deliver before the Closing Date, deliver, or cause to be delivered delivered, to the Indenture Trustee by the Closing Date or such later date (as is agreed to by the Purchaser and the Seller (each pledgee of the Closing Date and such later date is referred Issuing Entity pursuant to as a “Mortgage File Delivery Date”the Indenture), the items of following documents or instruments constituting the Indenture Trustee’s Mortgage File with respect to each Mortgage File Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank or to “ , as defined in section 2.01 Indenture Trustee under the Indenture dated as of , 20 , NovaStar Mortgage Funding Trust 200 - ” by the Sponsor, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office and if the Mortgage Loan is registered on the MERS System, such Mortgage or an assignment of the Pooling mortgage shall reflect MERS as the mortgagee of record and Servicing Agreementshall include the MIN for such Mortgage Loan; (iii) each intervening mortgage assignment, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt with evidence of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents indicated thereon or if the originals are lost (in each caseoriginal is not available, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification copy thereof certified by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), which assignment may, at the Sponsor’s option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) unless the Mortgage Loan is registered on the MERS System, a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction as evidenced by an Opinion of Counsel addressed to the Indenture Trustee, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed (if any); and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage to in recordable form cannot be recorded not later than 180 days after delivered by the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof Sponsor to the effect that Indenture Trustee prior to or concurrently with the recordation execution and delivery of such assignment is not necessary this Agreement due to protect the Trustee’s interest a delay in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.Sponsor may:

Delivery of Mortgage Loan Documents. Pursuant The Seller shall deliver and release to various conveyance the Purchaser or its designee, Wachovia Bank, National Association, the Mortgage Loan Documents. The Mortgage Loan Documents shall be delivered by the Seller to the Purchaser or its designee, Wachovia Bank, National Association, at 0000 Xxxxxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxx Xxxxxx, at least five (5) Business Days prior to the Closing Date pursuant to a bailee letter agreement. All other documents to in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Seller may have in its possession, shall be executed retained by the Servicer in trust for the Purchaser. If the Seller cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the Closing Date Date, the Seller shall, promptly upon receipt thereof and pursuant in any case not later than 180 days from the Closing Date, deliver such original documents, including original recorded documents, to the Pooling and Servicing Agreement, Purchaser or its designee (unless the Purchaser will assign on Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 180 days of the Closing Date solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, Seller shall deliver a copy of such document, if not previously delivered, and a Seller's Officer's Certificate to Purchaser, or its designee. In the event that documents have not been received by the date specified in the Seller's Officer's Certificate, a subsequent Seller's Officer's Certificate shall be delivered by such date specified in the prior Seller's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall continue to use commercially reasonable best efforts to effect delivery within 270 days of the Closing Date. The Seller shall pay all initial recording fees, for the Assignments of Mortgage or Form UCC-3's for Co-op Loans and any other fees in connection with the transfer of all original documents to the Purchaser or its rightdesignee. Seller shall prepare, title and interest in and recordable form, all Assignments of Mortgage or Form UCC-3's for Co-op Loans necessary to assign the Mortgage Loans to Purchaser, or its designee. Seller shall be responsible for recording the Trustee Assignments of Mortgage or Form UCC-3's for the benefit Co-op Loans. Seller shall provide a copy of the Certificateholderstitle insurance policy to Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office. In connection with Any review by the transfer and assignment Purchaser, or its designee, of the Mortgage LoansFiles shall in no way alter or reduce the Seller's obligations hereunder. If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Seller has delivered Purchaser shall, or will deliver or shall cause to be delivered its designee to, give written specification of such defect to the Trustee by Seller in the Closing Date exception report or such later date as is agreed the certification delivered pursuant to by the Purchaser this Section 2.07, and the Seller (each shall cure or repurchase such Mortgage Loan in accordance with Section 3.03. The Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 in accordance with the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, FNMA Guides; provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsPurchaser, under the circumstances set forth below: (x) in lieu or its designee, with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original Mortgage, assignments to the Trustee of any document submitted for recordation or intervening assignments thereof which have been delivered, are being delivered or will upon receipt a copy of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification such document certified by the Seller on the face of such copy, substantially as follows: “Certified appropriate public recording office to be a true and correct complete copy of the originaloriginal within sixty (60) days of its submission for recordation. From time to time, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments order to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect)fulfill its obligations hereunder, the Seller may deliver photocopies of such documents containing an original certification have a need for Mortgage Loan Documents to be released by Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the judicial or other governmental authority written request of the jurisdiction where such documents were recorded; and Seller, within ten (z10) in lieu Business Days, deliver to the Seller, any requested documentation previously delivered to Purchaser or its designee as part of the Mortgage Notes relating File, provided that such documentation is promptly returned to Purchaser, or its designee, when the Seller no longer requires possession of the document, and provided that during the time that any such documentation is held by the Seller, such possession is in trust for the benefit of Purchaser. Seller shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage, or misplacement of any documentation delivered to Seller pursuant to this paragraph. Any and all documents required to be delivered pursuant to this Section 2.07 other than those Mortgage Loans, each identified in the list Loan Documents required to be delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and within five (5) Business Days prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver Date pursuant to a bailee letter agreement shall be delivered to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsfollowing addressee: Wachovia Bank, if anyNational Association, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date0000 Xxxxxxxxxxxx Xxxxx, orXxxxx X, in lieu of such assignmentsXxxxxxxxx, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the PurchaserXxxxxxxx 00000, the Seller will assist the Purchaser in effecting the assignment referred to aboveAttention: Xxx Xxxxxx.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will Depositor does hereby with respect to the Mortgage Loans, deliver or cause to be delivered to the Collateral Agent, on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) the related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)recorded mortgage assignment, the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrecording office, if any, and showing a complete chain of assignment from the assignment originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and any original recorded assignment thereof pursuant to clause (iii) above cannot be delivered by the Depositor to the Collateral Agent on behalf of the Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the Depositor may:

Delivery of Mortgage Loan Documents. Pursuant The Company shall in connection with each Closing Date deliver to various conveyance the Custodian, as agent of and custodian for the Purchaser, each of the following documents for each Mortgage Loan to be executed purchased and sold on such Closing Date: (a) The original Mortgage Note including any addendums thereto, endorsed by the Closing Date and pursuant Company without recourse in the following form: "Pay to the Pooling order of ________________, without recourse" and Servicing Agreementsigned, by facsimile or manual signature, in the Purchaser will assign on name of the Closing Date Company by an officer, together with all intervening endorsements showing a complete chain of its right, title and interest in and endorsement from the originator to the Company; (b) The original recorded Mortgage Loans to or, if the Trustee for original Mortgage has not yet been returned from the benefit of the Certificateholders. In connection with the transfer and assignment applicable recording office, a copy of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee certified by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each an appropriate officer of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified Company to be a true and correct complete copy of the original, which has been transmitted original Mortgage submitted for recording;” (yc) A duly executed Assignment of Mortgage, in lieu blank, from the Company, which assignment shall be in form and substance acceptable for recording or, if as a result of the related Mortgage not having been returned from the applicable recording office, a copy of the Assignment of Mortgage excluding information to be provided by the recording office; (d) the original recorded Assignment or Assignments of the Mortgage, assignments if any, showing a complete chain of assignment from the originator to the Trustee or intervening assignments thereofCompany or, if any such Assignment of Mortgage has not been returned from the applicable jurisdiction retains the originals public recording office, a copy of such documents or if the originals are lost (in each case, as evidenced Assignment of Mortgage certified by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority appropriate officer of the jurisdiction where such documents were recorded; Company to be a true and (z) in lieu complete copy of the original Assignment of Mortgage Notes submitted or to be submitted for recording; (e) the original or duplicate original title insurance policy (or a commitment (binder) to issue same) relating to the Mortgage LoansLoan; (f) the original or copies of each assumption, each identified in modification, written assurance or substitution agreement, if any; (g) the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities original power of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsattorney, if any, and or if the assignment original power of attorney has not been returned from the applicable public recording office, a copy thereof certified by an appropriate officer of the Mortgage Company to be recorded not later than 180 days after a true and complete copy of the Closing Dateoriginal submitted for recording, orif any; and (h) if identified on the Mortgage Loan Schedule as a step-down Mortgage Loan, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred Addendum to abovePromissory Note.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller At least two (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x2) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and Business Days prior to the Closing Date, the SellerSeller shall deliver the Mortgage Loan Documents with respect to each Mortgage Loan to the Purchaser or a bonded third party custodian (the "Custodian") and, in lieu the case of delivering the above documentslatter, may shall cause the Custodian to deliver to the Trustee Purchaser a custodian's certification pursuant to which the Custodian certifies to the Purchaser that (i) with respect to each Mortgage Loan, it has in its possession originals of each of the Mortgage Loan Documents, (ii) all of the Mortgage Loan Documents appear on their face to be genuine originals or copies, as applicable, and (iii) upon the Purchaser's wiring of the Purchase Proceeds to the Seller, that the Custodian shall hold the Mortgage Loan Documents with respect to each Mortgage Loan in trust for the Purchaser and will, subsequent thereto, act only in a manner consistent with the Purchaser's instructions with respect thereto. In the event that any of the Mortgage Loan Documents set forth in clauses (c) through (e) of the definition of Mortgage Loan Documents in Article I have not been delivered to the Purchaser in the time specified above (the "Missing Documents") either because such Missing Documents have not been returned by the Seller applicable public recording office with respect to such effect. The items (c) and (d), or because the final original title policy has not yet been issued by the title company with respect to item (e), then the Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage Purchaser certified true and intervening assignments, if any, and the assignment correct copies of the Mortgage to be recorded not same and shall further deliver the originals of any such Missing Documents promptly upon its receipt thereof, but in no event later than 180 ninety (90) days after from the Closing Date. If the Seller fails to deliver any of the Missing Documents relating to a Mortgage Loan within the time specified above, orthe Seller shall, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the upon written request of from the Purchaser, the Seller will assist the Purchaser repurchase such Mortgage Loan in effecting the assignment referred to aboveaccordance with Section 3.3.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (i) the original Mortgage Note, endorsed in blank or in the following form “Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment in blank; (iv) the original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the Closing Date immediately preceding clause (iii); (v) the original or such copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender’s title insurance policy or, if the original title policy has not been issued, the irrevocable commitment to issue the same. The Seller promptly shall (within sixty Business Days following the later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such the date of the receipt by the Seller of the recording information for a Mortgage but in no event later date is than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Purchaser (or the Trust Fund or the Trustee under the Pooling and Servicing Agreement), in the appropriate public office for real property records, each Assignment referred to in clauses (b)(iii) and (b)(iv) of this Section 4 and shall execute each original Assignment in the following form: “Deutsche Bank National Trust Company, as Trustee under the applicable agreement.” In the event that any such Assignment is lost or returned unrecorded because of a “Mortgage File Delivery Date”)defect therein, the items Seller promptly shall prepare a substitute Assignment or cure such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. With respect to a maximum of approximately 2.0% of the Mortgage Loans, by outstanding principal balance of the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I to the Pooling and Servicing Agreement. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser within three Business Days. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (which in the case of the Insured Certificates shall be without regard to the Policy); provided, however, each Mortgage File Assignment shall be submitted for recording by the Seller in the manner described above, at no expense to the Purchaser, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as defined described in section 2.01 Section 7.02 of the Pooling and Servicing Agreement, provided(v) with respect to any one Assignment, howeverthe occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that in lieu is 90 days or more Delinquent. Upon (a) receipt of written notice that recording of the foregoingAssignments is required pursuant to one or more of the conditions (excluding condition (vi) above) set forth in the preceding sentence or (b) upon the occurrence of condition (vi) in the preceding sentence, the Seller may shall be required to deliver such Assignments within 30 days following receipt of such notice. If any of the following documentsdocuments referred to in Sections 4(b)(ii), under (iii) or (iv) above has, as of the circumstances set forth below: Closing Date, been submitted for recording but either (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have has not been returned in time to permit their delivery as specified abovefrom the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller may to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Purchaser or its assignee, transferee or designee of a true copy thereof with a certification of each such document certified by the Seller on Originator in the face case of such copy, substantially as follows: “Certified (x) above or the applicable public recording office in the case of (y) above to be a true and correct complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Purchaser or its assignee, transferee or designee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments . Notice shall be provided to the Trustee or intervening assignments thereof, if and the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification Rating Agencies by the Seller if delivery pursuant to such effect. The Seller shall deliver such original documents clause (including any original documents as to which certified copies had previously been delivered2) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to above will be recorded not later made more than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel . If the original lender’s title insurance policy was not delivered pursuant to Section 6 hereof 4(b)(vi) above, the Seller shall deliver or cause to be delivered to the effect that Purchaser or its assignee, transferee or designee promptly after receipt thereof, the recordation original lender’s title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser or its assignee, transferee or designee promptly upon receipt thereof any other original documents constituting a part of such assignment is a Mortgage File received with respect to any Mortgage Loan, including, but not necessary to protect the Trustee’s interest in the related limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon Each original document relating to a Mortgage Loan which is not delivered to the request Purchaser or its assignee, transferee or designee, if held by the Seller, shall be so held for the benefit of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveits assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant With respect to various conveyance documents each Mortgage Loan, the Seller shall deliver and release to be executed on the Purchaser, or its designee, (a) at least seven (5) Business Days prior to the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date (or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”may reasonably request), the items original Mortgage Note endorsed in blank and the original Assignment of each Mortgage File as defined assigned in section 2.01 of blank and (b) the Pooling and Servicing Agreementother Mortgage Loan Documents no later than sixty (60) days following the Closing Date, provided, however, that in lieu of the foregoing, the Seller may deliver subject to the following documentsparagraph. All documents shall be original documents or, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after Loan Documents delivered for recording, either the Cutoriginal recorded documents or clerk-off Date and prior certified copies. In the event that such original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the Purchaser or its designee within one hundred eighty (180) days following the Closing Date, and in the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by event that the Seller to does not cure such effect. The Seller shall deliver such original documents failure within sixty (including any original documents as to which certified copies had previously been delivered60) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at a price and in the Purchaser manner specified in effecting Subsection 7.03. The foregoing repurchase obligation shall not apply in the assignment referred event the Seller cannot cause the Servicer to abovedeliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a Servicing Officer of the Servicer, confirming that such document has been accepted for recording and that the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within one hundred eighty (180) days after receipt of written notification of such failure from the Purchaser, the Seller shall repurchase the Mortgage Loan at the price and in the manner specified in Subsection 7.03. To the extent received by it, the Servicer shall promptly forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date Purchaser or such later date as is agreed to by any assignee, transferee or designee of the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “complete Mortgage File Delivery Date”), the items of each Mortgage File (as defined in section 2.01 Exhibit 1) for each Mortgage Loan included on the Mortgage Loan Schedule, which Mortgage File shall contain the Mortgage Loan Documents (as defined in Exhibit 2). The Seller shall forward to the Purchaser original documents evidencing an assumption, modification, consolidation or extension of the Pooling and Servicing Agreementany Mortgage Loan within two (2) weeks of their execution, provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsPurchaser with a certified true copy of any such document submitted for recordation within two (2) weeks of its execution, under the circumstances set forth below: (x) in lieu of and shall provide the original Mortgage, assignments to the Trustee of any document submitted for recordation or intervening assignments thereof which have been delivered, are being delivered or will upon receipt a copy of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification such document certified by the Seller on the face of such copy, substantially as follows: “Certified appropriate public recording office to be a true and correct complete copy of the originaloriginal within ninety (90) days of its submission for recordation, which has been transmitted subject to extension for recording;” (y) in lieu of reasonable cause. In the Mortgage, assignments event any document required to be delivered to the Trustee Purchaser pursuant to this Section 4(b), including an original or intervening assignments thereofcopy of any document submitted for recordation to the appropriate public recording office, if is not so delivered to the applicable jurisdiction retains the originals of such documents Purchaser, or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect)other Person as the Purchaser shall designate in writing, within ninety (90) days following the Seller may deliver photocopies of such documents containing an original certification by the judicial or Closing Date (other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating than with respect to the Assignments of Mortgage Loans, each identified which shall be delivered to the Purchaser in the list delivered blank and recorded subsequently by the Purchaser to or its designee), and in the Trustee on the Closing Date and attached hereto as Exhibit 2 event that the Seller may deliver lost note affidavits and indemnities does not cure such failure within thirty (30) days of the Seller; and provided further, however, that in the case discovery or receipt of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at the price and in the manner specified in Section 7. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer’s certificate. In addition to its repurchase obligations set forth above in effecting this paragraph, the assignment referred Seller shall exert customary and diligent efforts to abovecause the delivery to the Purchaser of the documents required to be delivered under the preceding paragraphs. Each document required to be delivered under this Section 4(b) shall be delivered by the Seller within three hundred and sixty (360) days of the Closing Date.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor shall, on or will deliver before the Closing Date, deliver, or cause to be delivered delivered, to the Indenture Trustee by the Closing Date or such later date (as is agreed to by the Purchaser and the Seller (each pledgee of the Closing Date and such later date is referred Issuing Entity pursuant to as a “Mortgage File Delivery Date”the Indenture), the items of following documents or instruments constituting the Indenture Trustee’s Mortgage File with respect to each Mortgage File Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank or to “ , as defined in section 2.01 Indenture Trustee under the Indenture dated as of , 20 , Accredited Mortgage Loan Trust 200 - ” by the Sponsor, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office and if the Mortgage Loan is registered on the MERS System, such Mortgage or an assignment of the Pooling mortgage shall reflect MERS as the mortgagee of record and Servicing Agreementshall include the MIN for such Mortgage Loan; (iii) each intervening mortgage assignment, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt with evidence of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents indicated thereon or if the originals are lost (in each caseoriginal is not available, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification copy thereof certified by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), which assignment may, at the Sponsor’s option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) unless the Mortgage Loan is registered on the MERS System, a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction as evidenced by an Opinion of Counsel addressed to the Indenture Trustee, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed (if any); and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage to in recordable form cannot be recorded not later than 180 days after delivered by the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof Sponsor to the effect that Indenture Trustee prior to or concurrently with the recordation execution and delivery of such assignment is not necessary this Agreement due to protect the Trustee’s interest a delay in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.Sponsor may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered Depositor does hereby with respect to the Initial Mortgage Loans, and will on or will before the Subsequent Transfer Date with respect to Subsequent Mortgage Loans, deliver or cause to be delivered to the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) The original Mortgage Note, endorsed without recourse in blank by the Closing Date Seller, including all intervening endorsements showing a complete chain of endorsement; (ii) The related Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) The recorded mortgage assignment, or copy thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Seller (each of which assignment may, at the Closing Date and such later date is Seller's option, be combined with the assignment referred to as in subpart (iv) hereof); (iv) A mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a “Mortgage File Delivery Date”), the items blanket assignment or assignments) of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to the Trustee; (v) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such effect)Mortgage or Mortgage Note has been assumed; and (vi) Evidence of title insurance (which may consist of (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder) together with a certificate from the Seller may deliver photocopies of such documents containing an that the original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating has been delivered to the title insurance company that issued such binder for recordation. In instances where the original recorded Mortgage Loans, each identified and a completed assignment thereof in the list recordable form cannot be delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause prior to or concurrently with the Mortgage execution and intervening assignments, if any, and the assignment delivery of the Mortgage to be recorded not later than 180 days after the Closing Date, this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the Subsequent Transfer Date), due to a delay in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered shall, on or will deliver before the Closing Date, deliver, or cause to be delivered, to the Indenture Trustee (as pledgee of the Trust pursuant to the Indenture), the following documents or instruments constituting the Indenture Trustee’s Mortgage File with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank or to “Deutsche Bank National Trust Company, as Indenture Trustee under the Indenture dated as of August 1, 2004, Accredited Mortgage Loan Trust 2004-3” by the Sponsor, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office and if the Mortgage Loan is registered on the MERS System, such Mortgage or an assignment of the mortgage shall reflect MERS as the mortgagee of record and shall include the MIN for such Mortgage Loan; (iii) each intervening mortgage assignment, with evidence of recording indicated thereon or if the original is not available, a copy thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), which assignment may, at the Sponsor’s option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) unless the Mortgage Loan is registered on the MERS System, a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction as evidenced by an Opinion of Counsel addressed to the Indenture Trustee, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed (if any); and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the Trustee title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage in recordable form cannot be delivered by the Closing Date Sponsor to the Indenture Trustee prior to or such later date as is agreed concurrently with the execution and delivery of this Agreement due to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)delay in connection with recording, the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: Sponsor may: (x) in lieu of delivering such original recorded Mortgage or intervening mortgage assignment, deliver to the Indenture Trustee, a copy thereof and the Sponsor hereby certifies that the original Mortgage, assignments Mortgage has been delivered to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon a title insurance company for recordation after receipt of recording information relating to its policy of title insurance or the Mortgage required to be included thereonrelated binder, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” commitment or preliminary report therefor; and (y) in lieu of the Mortgage, assignments with respect to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost clause (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (ziv) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Sellerabove, in lieu of delivering the above documentscompleted assignment in recordable form, may deliver to the Trustee a certification by Indenture Trustee, the Seller to such effectassignment in recordable form, otherwise complete except for recording information. The Seller shall deliver Indenture Trustee is hereby authorized and directed, upon an Event of Default and subject to subsection (b) below, with respect to each assignment described in Section 2.05(a)(iv) hereof, to endorse such original documents assignment as follows: “Deutsche Bank National Trust Company, as Indenture Trustee under the Indenture dated as of August 1, 2004, Accredited Mortgage Loan Trust 2004-3.” (including b) As promptly as practicable, but in any original documents as to which certified copies had previously been deliveredevent within thirty (30) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after from the Closing Date, orthe Sponsor shall promptly submit, or cause to be submitted for recording in lieu the appropriate public office for real property records, each assignment referred to in Section 2.05(a)(iv); provided, that the Sponsor need not cause to be recorded any assignment which (i) is registered on the MERS System, or (ii) relates to a Mortgage Loan in any jurisdiction under the laws of such assignmentswhich, shall provide as evidenced by an Opinion of Counsel pursuant to Section 6 hereof delivered by the Sponsor (at the Sponsor’s expense) to the effect that Indenture Trustee, acceptable to the Rating Agencies, the recordation of such assignment is not necessary to protect the Indenture Trustee’s ’s, the Noteholders’ and the Certificates’ interest in the related Mortgage Loan. Upon The Indenture Trustee, shall retain a copy of each assignment submitted for recording. In the request event that any such assignment is lost or returned unrecorded because of a defect therein, the Sponsor shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Sponsor shall submit each such assignment for recording. The costs relating to the delivery and recordation of the Purchaserdocuments in connection with the Mortgage Loans as specified in this Article II shall be borne by the Sponsor. With respect to Mortgage Loans (i) not registered on the MERS System, or (ii) not covered by an Opinion of Counsel described in this section 2.05(b) to the extent that assignments of mortgage have not been recorded within one year after the Closing Date, the Seller will assist shall, and if the Purchaser Seller fails to, then the Sponsor shall be obligated to repurchase such Mortgage Loans in effecting accordance with the provisions of Section 4.02. In connection with the assignment referred of any Mortgage Loan registered on the MERS System, promptly after the Closing Date, the Sponsor will cause, at its own expense, the MERS System to aboveindicate that such Mortgage Loan has been assigned to the Indenture Trustee for the benefit of the Noteholders by entering (a) the Indenture Trustee’s Org ID in the “Investor” field which identifies the Indenture Trustee and (b) in the “Pool” field a code which identifies the securitization serial number of the Notes issued in connection with such Mortgage Loans. The Sponsor and the Master Servicer will not alter the entries referenced in this paragraph with respect to any such Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased or otherwise in accordance with the terms of this Agreement. (c) The Sponsor shall, within five (5) Business Days after the receipt thereof, deliver, or cause to be delivered, to the Indenture Trustee: (i) the original recorded Mortgage and related power of attorney, if any, in those instances where a copy thereof certified by the Sponsor was delivered to the Indenture Trustee; (ii) the original recorded assignment of Mortgage from the last endorsee to the Indenture Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the originator of the Mortgage Loan to the Indenture Trustee, in those instances where copies of such assignments certified by the Sponsor were delivered to the Indenture Trustee; and (iii) the title insurance policy or title opinion required in Section 2.05(a)(vi). Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Sponsor may forward, or cause to be forwarded, to the Indenture Trustee, additional original documents evidencing any assumption or modification of a Mortgage Loan. (d) All original documents relating to the Mortgage Loans that are not required to be delivered to the Indenture Trustee, pursuant to Section 2.05(a) hereof are, and shall be, held by the Master Servicer, the Sponsor or the Seller, as the case may be, in trust for the benefit of the Indenture Trustee, on behalf of the Noteholders. In the event that any such original document is required pursuant to the terms of this Section 2.05 to be a part of an Indenture Trustee’s Mortgage File, such document shall be delivered promptly to the Indenture Trustee. From and after the sale of the Mortgage Loans to the Trust pursuant hereto, to the extent that the last assignee thereof retains title of record to any Mortgage Loans prior to the vesting of legal title in the Trust, such title shall be retained in trust for the Trust as the owner of the Mortgage Loans, and the Indenture Trustee, as the pledgee of the Trust under the Indenture. In acting as custodian of any original document which is part of the Indenture Trustee’s Mortgage Files, the Master Servicer agrees further that it does not and will not have or assert any beneficial ownership interest in the related Mortgage Loans or the Mortgage Files. Promptly upon the Master Servicer’s receipt of any such original document, the Master Servicer, on behalf of the Trust, shall xxxx conspicuously each such original document, and its master data processing records with a legend evidencing that the Trust has purchased the related Mortgage Loan and all right and title thereto and interest therein, and pledged such Mortgage Loan and all right and title thereto and interest therein to the Indenture Trustee, on behalf of the Noteholders.

Delivery of Mortgage Loan Documents. Pursuant (a) On or prior to various conveyance documents to be executed on the Closing Date or Subsequent Transfer Date, as applicable, the related Originator shall deliver to the Unaffiliated Seller, and the Unaffiliated Seller shall deliver to the Collateral Agent, on behalf of the Indenture Trustee (as pledgee of the Trust pursuant to the Pooling Indenture, the Trust being the assignee of the Depositor pursuant to the Sale and Servicing Agreement), each of the Purchaser will assign on documents for each applicable Mortgage Loan in accordance with the provisions of Section 2.05 of the Sale and Servicing Agreement. (b) As promptly as practicable, but in any event within thirty (30) days from the Closing Date all of its rightor the Subsequent Transfer Date, title and interest as applicable, the Unaffiliated Seller shall promptly submit, or cause to be submitted by the related Originator, for recording in and the appropriate public office for real property records, each assignment referred to the Mortgage Loans to the Trustee for the benefit in Section 2.05(a)(iv) of the CertificateholdersSale and Servicing Agreement. The Collateral Agent, on behalf of the Indenture Trustee, shall be required to retain a copy of each assignment submitted for recording. In connection with the transfer and event that any such assignment is lost or returned unrecorded because of the Mortgage Loansa defect therein, the Unaffiliated Seller has delivered or will such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall submit each such assignment for recording. (c) The Unaffiliated Seller or the related Originator shall, within five (5) Business Days after the receipt thereof, deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each Collateral Agent, on behalf of the Closing Date and such later date is referred Indenture Trustee (as pledgee of the Trust pursuant to as a “Mortgage File Delivery Date”)the Indenture, the items of each Mortgage File as defined in section 2.01 Trust being the assignee of the Pooling Depositor pursuant to the Sale and Servicing Agreement): (i) the original recorded Mortgage and related power of attorney, providedif any, howeverin those instances where a copy thereof certified by the related Originator was delivered to the Collateral Agent, that in lieu on behalf of the foregoingIndenture Trustee; (ii) the original recorded assignment of Mortgage from the related Originator to the Indenture Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the Seller may deliver originator of the following documentsMortgage Loan to the Indenture Trustee in those instances where copies of such assignments certified by the related Originator were delivered to the Collateral Agent, under on behalf of the circumstances set forth below: Indenture Trustee and (xiii) the title insurance policy or title opinion required in lieu Section 2.05(a)(vi) of the Sale and Servicing Agreement. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, assignments power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee Collateral Agent, on behalf of the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or intervening assignments thereof which have been deliveredassignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward or cause to be forwarded to the Collateral Agent, are being delivered on behalf of the Indenture Trustee, additional original documents evidencing an assumption or will upon receipt modification of recording information a Mortgage Loan. (d) All original documents relating to the Mortgage required to be included thereon, be Loans that are not delivered to recording offices for recording the Collateral Agent, on behalf of the Indenture Trustee, as permitted by Section 2.05(a) hereof are and have not been returned in time to permit their delivery as specified aboveshall be held by the Servicer, the Unaffiliated Seller may deliver a true copy thereof with a certification by or the Seller related Originator in trust for the benefit of the Indenture Trustee, on behalf of the face Noteholders and the Note Insurer. In the event that any such original document is required pursuant to the terms of such copy, substantially as follows: “Certified this Section 2.05 to be a true and correct copy part of an Indenture Trustee's Mortgage File, such document shall be delivered promptly to the Collateral Agent, on behalf of the original, which has been transmitted for recording;” (y) in lieu of Indenture Trustee. From and after the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu sale of the Mortgage Notes relating Loans to the Depositor pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans prior to the vesting of legal title in the Indenture Trustee, such title shall be retained in trust for the Trust as the owner of the Mortgage Loans, each identified in as the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anyDepositor's assignee, and the assignment of Indenture Trustee, as the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveTrust's pledgee.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered [Sponsor] [Depositor] shall on or will deliver before the Closing Date, deliver, or cause to be delivered to the Indenture Trustee by the Closing Date or such later date (as is agreed to by the Purchaser and the Seller (each pledgee of the Closing Date and such later date is referred Trust pursuant to as a “Mortgage File Delivery Date”the Indenture), the items of following documents or instruments constituting the Indenture Trustee's Mortgage File with respect to each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: Loan so transferred or assigned: (xi) in lieu of the original MortgageMortgage Note, assignments to endorsed without recourse in blank by the Trustee or Sponsor, including all intervening assignments thereof which have been delivered, are being delivered or will upon receipt endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver indicated thereon or a true copy thereof with a certification certified by the Seller on the face applicable recording office; (iii) each intervening mortgage assignment, with evidence of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents recording indicated thereon or if the originals are lost (in each caseoriginal is not available, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification copy thereof certified by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsapplicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (which assignment may, at the Sponsor's option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the [Sponsor] [Depositor] to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage to in recordable form cannot be recorded not later than 180 days after delivered by the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof Sponsor to the effect that Indenture Trustee prior to or concurrently with the recordation execution and delivery of such assignment is not necessary this Agreement due to protect the Trustee’s interest a delay in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.Sponsor may:

Delivery of Mortgage Loan Documents. Pursuant With respect to various conveyance documents to be executed on the Closing Date and pursuant each Mortgage Loan, five (5) Business Days prior to the Pooling and Servicing Agreementrelated Closing Date, the Purchaser will assign on the Closing Date all of its right, title Seller shall deliver and interest in and release to the Custodian the following documents (with the exceptions noted below): (i) The original Mortgage Loans Note endorsed by manual [or facsimile] signature in blank in the following form: “Pay to the Trustee order of ___, without recourse” with all intervening endorsements showing a complete chain of endorsements from the originator to the Seller; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed Assignment of Mortgage, from the Seller in blank, which assignment shall be in form and substance acceptable for recording; (iii) For each Mortgage Loan that is not a MERS Mortgage Loan, the benefit original recorded Mortgage and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the CertificateholdersMIN for that Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS, with evidence of recording thereon. In If in connection with the transfer and assignment of the any Mortgage LoansLoan, the Seller has not delivered or will caused to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Seller shall deliver or cause to be delivered to the Trustee Purchaser or the Purchaser’s designee, (a) in the case of a delay caused by the Closing Date or public recording office, a copy of such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification certified by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct complete copy of the original, which has been transmitted for recording;” original recorded Mortgage and (yb) in lieu the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (iv) Recorded originals of any intervening assignments, showing a complete chain of title from the originator to the Seller (or to MERS, if the Mortgage Loan is registered on the MERS System), with evidence of recording thereon; (v) Originals of each assumption, modification, written assurance or substitution of liability agreement, if any; (vi) The original of each guarantee executed in connection with the Mortgage Note, if any; (vii) If the Loan-to-Value Ratio indicated on the Mortgage Loan Schedule exceeds 80%, the Seller shall provide the name of the insurer of the related Primary Mortgage Insurance Policy, the amount of the Primary Mortgage Insurance Policy and the certificate number of the Primary Mortgage Insurance Policy, if any; and (viii) If the Mortgage Note, the Mortgage, assignments to the Trustee any Assignment of Mortgage or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced any other related document has been signed by a certification from Person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS System to indicate that such Mortgage Loans have been assigned by the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided furtherin accordance with this Agreement (or deleting, however, that in the case of Mortgage Loans which have been prepaid are repurchased in full after accordance with this Agreement) by including in such computer files the Cut-off Date information required by the MERS System to identify the Purchaser and prior the series in which such Mortgage Loans were sold. The Seller further agrees that it will not alter the information required by the MERS System as referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or as otherwise directed by the Purchaser. If, pursuant to the foregoing provisions, the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Seller or its designee as the beneficial holder of such Mortgage Loan. The Custodian shall certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement for the related Closing Date, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall pay all fees and expenses of the Custodian. The Seller shall forward by personal delivery, recognized overnight delivery service or registered or certified first class mail, postage prepaid, return receipt requested to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two (2) weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original promptly upon receipt of same, but in no event later than one hundred and eighty (180) days after such document was submitted for recording. If the Seller cannot deliver any original Mortgage Loan Document on the related Closing Date, the Seller, in lieu promptly on receipt thereof, shall deliver (a) any such original recorded Mortgage Loan Document within one hundred eighty (180) days of delivering the above documentsrelated Closing Date and (b) any unrecorded Mortgage Loan Document within one hundred twenty (120) days of the related Closing Date. In the event the Seller cannot deliver any original recorded Mortgage Loan Document within one hundred eighty (180) days of the related Closing Date, may deliver solely because such documents have not been returned to the Trustee a certification Seller by the Seller to such effect. The appropriate public recording office, the Seller shall deliver such original documents notify the Purchaser or its designee (including any original documents as to which certified copies had previously notice may be by electronic mail), which notice shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered) or such certified copies delivered to the Trustee promptly after they are receivedPurchaser or its designee due solely to a delay caused by the public recording office, and (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation. The In the event that documents have not been received by the date specified in such notice, the Seller shall cause notify the Purchaser of the same and upon written request from the Purchaser, repurchase (subject to the proviso below) the related Mortgage Loan at the price and intervening assignmentsin the manner specified in Subsection 7.04; provided, however, that the Seller shall be obligated to repurchase the related Mortgage Loan only if any, the failure to deliver any such recorded Mortgage Loan Document materially and adversely affects the assignment interests of the Purchaser in such Mortgage Loan or materially and adversely affects the ability of the Servicer to service such Mortgage Loan in accordance with the terms of this Agreement. Any review by the Purchaser or its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect with respect to be recorded not later than 180 days after any document constituting part of a Mortgage File, the Closing DatePurchaser shall, oror shall cause its designee to, in lieu give written specification of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof defect to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, Seller and the Seller will assist the Purchaser shall cure or repurchase such Mortgage Loan in effecting the assignment referred to aboveaccordance with Subsection 7.04.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant The Transferor shall deliver to the Pooling Depositor, and Servicing the Depositor contemporaneously with the delivery of this Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will shall deliver or cause to be delivered to the Custodian, the following documents relating to the Mortgage Loans: (i) the original Mortgage Note, endorsed "Pay to the order of holder" or "Pay to the order of Citibank, N.A., as Trustee of the RAFC Asset-Backed Trust, Series 2001-1, relating to the RAFC Asset-Backed Certificates, Series 2001-1" and signed, by facsimile or manual signature, in 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 the originator to such Person, or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note; provided however, that ____ Mortgage Notes may be delivered to the Custodian no later than 30 days after the Closing Date; (ii) either: (1) the original Mortgage, with evidence of recording thereon, (2) a copy of the Mortgage certified as a true copy by a Responsible Officer of the Originator where the original has been transmitted for recording until such time as the original is returned by the Closing Date public recording office or such later date as is agreed to (3) a copy of the Mortgage certified by the Purchaser and public recording office in those instances where the Seller original recorded Mortgage has been lost; (each iii) either: (1) the original assignment of the Closing Date and Mortgage from the Person delivering such later date is referred Assignment to " Citibank, N.A., as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 Trustee of the Pooling and Servicing AgreementRAFC Asset-Backed Trust, Series 2001-1, relating to the RAFC Asset-Backed Certificates, Series 2001-1" with evidence of recording thereon (provided, however, that in lieu where permitted under the laws of the foregoingjurisdiction wherein the Mortgaged Property is located, the Seller assignment of Mortgage may deliver be effected by one or more blanket assignments for Mortgage Loans secured by Mortgaged Properties located in the following documentssame county), under (also provided, however, that the circumstances set forth below: (x) in lieu Person delivering such assignment shall not be required to record an assignment of the original Mortgage, assignments a Mortgage if such Person furnishes to the Trustee and the Custodian on or intervening assignments thereof which have been deliveredbefore the Closing Date, are being delivered or will upon receipt at the Person's expense, an opinion of recording information relating counsel with respect to the relevant jurisdiction that such recording is not necessary to perfect the Trustee's interest in the related Mortgage required Loans (in form and substance and from counsel satisfactory to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their the Rating Agencies)). Notwithstanding the delivery as of opinions specified above, the Seller may deliver [Servicer] shall cause to be recorded each assignment of a Mortgage upon the earlier to occur of (a) the removal of the Servicer pursuant to this Pooling and Servicing Agreement or (b) written notification to the Trustee, of the occurrence of a foreclosure, bankruptcy or insolvency relating to the applicable Mortgagor; or (2) a copy of such assignment of Mortgage certified as a true copy thereof with by a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy Responsible Officer of the original, which Originator where the original has been transmitted for recording;” recording (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided furtherprovided, however, that where the original assignment of Mortgage is not being delivered to the Custodian, each such Responsible Officer of the Originator may complete one or more blanket certificates attaching copies of one or more assignments of Mortgage relating to the Mortgages originated by the Originator); (1) the original policy of title insurance or, if such policy has not yet been delivered by the insurer, the commitment or binder to issue same, or if the original principal balance of the Mortgage Loan was less than or equal to $15,000 or the Mortgage Loan was not originated by the Originator, other evidence of the status of title, which shall consist of an attorney's opinion of title or certificate of title, a preliminary title report, a property search, a title search, a lot book report, a property information report or a report entitled "prelim" or "PIRT" (property information report), and (2) proof of hazard insurance in the case form of Mortgage Loans which have been prepaid in full after a hazard insurance policy or hazard insurance policy endorsement that names the Cut-off Date Originator, its successors and prior to assigns, as a mortgagee/loss payee, and, if such endorsement does not show the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification amount insured by the Seller related hazard insurance policy, some evidence of such amount; (v) with respect to such effect. The Seller shall deliver such original documents any intervening assignments, if applicable, either: (including any original documents as to which certified copies had previously been delivered1) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and originals of all intervening assignments, if any, and showing a complete chain of title from the assignment originator to the Person delivering such assignment, including warehousing assignments, with evidence of recording thereon if such assignments were recorded, (2) copies of any assignments certified as true copies by a Responsible Officer of the Mortgage Originator where the originals have been submitted for recording until such time as the originals are returned by the public recording officer, or (3) copies of any assignments certified by the public recording office in any instances where the original recorded assignments have been lost; (vi) originals of all assumption and modification agreements, if any; and (vii) Except with respect to be recorded not later certain Loans with original principal balances of less than 180 days $15,000, the appraisal made in connection with the origination of the related Loan with photographs of the subject property and of comparable properties (if available), constituting evidence sufficient to indicate that the Mortgaged Property relates to a Residential Dwelling (or, with respect to Multifamily Loans, a Multifamily Property) and identifying the type thereof. The Depositor shall, within five Business Days after the receipt thereof, and in any event, within one year of the Closing Date, or, deliver or cause to be delivered to the Custodian: (a) the original recorded Mortgage in lieu those instances where a copy thereof certified by a Responsible Officer of such assignments, shall provide an Opinion of Counsel the Depositor was delivered by the Depositor to the Custodian: (b) if required pursuant to Section 6 hereof 2.04(iii), the original recorded Assignment of Mortgage to the effect that Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of title from the recordation Depositor to the Trustee in those instances where copies thereof certified by a Responsible Officer of the Depositor were delivered by the Depositor to the Custodian; (c) any intervening assignments of Mortgage in those instances where copies thereof certified by a Responsible Officer of the Depositor were delivered by the Depositor to the Custodian; and (d) the title insurance policy, or, where no such policy is required to be provided, the other evidence of title and hazard insurance required in clause (d) above. Notwithstanding anything to the contrary contained in this Section 2.04, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or the intervening assignments of the Mortgage after it has been recorded, the Depositor shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian, of a copy of such assignment is not necessary Mortgage, Assignment of Mortgage or assignments of Mortgage certified by the public recording office to protect be a true copy of the Trustee’s interest in recorded original thereof. From time to time the related Depositor may forward or cause to be forwarded to the Custodian additional original documents evidencing an assumption or modification of a Mortgage Loan. Upon All Mortgage Loan documents held by the request Custodian as to each Mortgage Loan are referred to herein as the "Trustee's Mortgage File." All recording required pursuant to this Section 2.04 shall be accomplished by and at the expense of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveServicer.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall, at least five (5) Business Days prior to various conveyance documents to be executed on the related Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date (or such later date as is agreed the Purchaser may reasonably request), deliver and release to the Custodian, the Mortgage Loan Documents with respect to each Mortgage Loan in the related Mortgage Loan Package. To the extent that any such Mortgage Loan Documents have been delivered for recording and have not yet been returned to the Seller by the Purchaser and applicable recording office, the Seller (each shall, promptly following receipt by it of such Mortgage Loan Documents from the Closing Date and applicable recording office, deliver such later date is referred documents to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, Purchaser or its designee; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee recorded document or intervening assignments a clerk-certified copy thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, shall be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to no later than one year following the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the related Closing Date, the Seller, in lieu of delivering the above documents, may deliver subject to the Trustee a certification by following paragraph. In the Seller to such effect. The Seller shall deliver event that such original documents (including or copy of any original documents as to which certified copies had previously been delivered) or such certified copies document submitted for recordation to the Trustee promptly after they are received. The Seller shall cause appropriate public recording office is not so delivered to the Mortgage and intervening assignments, if any, and Purchaser or its designee within 120 days following the assignment of the Mortgage to be recorded not later than 180 days after the related Closing Date, or, and in lieu the event that the Seller does not cure such failure within sixty (60) days after receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at a price and in the Purchaser manner specified in effecting Subsection 7.03. The foregoing repurchase obligation shall not apply in the assignment referred event the Seller cannot cause the Servicer to abovedeliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Servicer, confirming that such document has been accepted for recording and that the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within twelve (12) months after receipt of written notification of such failure from the Purchaser, the Seller shall repurchase the related Mortgage Loan at the price and in the manner specified in Subsection 7.03. To the extent received by it, the Seller shall, or shall cause the Servicer to, promptly forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant The Company shall deliver and release to various conveyance the Purchaser or its designee the Mortgage Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 180 days from the related Closing Date, deliver such original documents, including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 180 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee, within such time period as specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. If delivery is not completed within 180 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not delivered by the 360th day from the date of the related Closing Date, upon the Purchaser's request, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof. The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection with the transfer of all original documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will or its designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for recording the Trustee for the benefit assignments of mortgage. Company shall provide an original or duplicate original of the Certificateholderstitle insurance policy to Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office. In connection with Any review by the transfer and assignment Purchaser, or its designee, of the Mortgage LoansFiles shall in no way alter or reduce the Company's obligations hereunder. If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Seller has delivered Purchaser shall, or will deliver or shall cause to be delivered its designee to, give written specification of such defect to the Trustee by Company which may be given in the Closing Date exception report or such later date as is agreed the certification delivered pursuant to by the Purchaser this Section 2.07, or otherwise in writing and the Seller (each Company shall cure or repurchase such Mortgage Loan in accordance with Section 3.03. The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of the Closing Date and such later date is referred to as a “any Mortgage File Delivery Date”), the items Loan entered into in accordance with Section 4.01 or 6.01 within one week of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, their execution; provided, however, that in lieu the Company shall provide the Purchaser, or its designee, with a certified true copy of the foregoingany such document submitted for recordation within one week of its execution, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of and shall provide the original Mortgage, assignments to the Trustee of any document submitted for recordation or intervening assignments thereof which have been delivered, are being delivered or will upon receipt a copy of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification such document certified by the Seller on the face of such copy, substantially as follows: “Certified appropriate public recording office to be a true and correct complete copy of the originaloriginal within sixty (60) days of its submission for recordation. From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, which has been transmitted for recording;” (y) in lieu or its designee. Purchaser shall, or shall cause its designee, upon the written request of the MortgageCompany, assignments within ten (10) Business Days, deliver to the Trustee or intervening assignments thereofCompany, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, any requested documentation previously delivered to Purchaser as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu part of the Mortgage Notes relating File, provided that such documentation is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the Mortgage Loansloss, each identified in the list damage, or misplacement of any documentation delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel Company pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to abovethis paragraph.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans delivered to the Trustee for or, if a Custodian has been appointed pursuant to Section 12.12, to the benefit Custodian, the Certificate Insurance Policy and each of the Certificateholdersfollowing documents for each Initial Mortgage Loan. In connection The Depositor, contemporaneously with the transfer and assignment delivery of the Mortgage Loansa Subsequent Transfer Instrument, the Seller has delivered or will shall deliver or cause to be delivered to the Trustee by or, if a Custodian has been appointed pursuant to Section 12.12, to the Closing Date or such later date as is agreed to by the Purchaser and the Seller (Custodian, each of the Closing Date following documents for each related Subsequent Mortgage Loan. (a) The original Mortgage Note, showing a complete chain of endorsements and such later date is referred endorsed by the last endorsee thereof, "Pay to the order of _____________________ [or LaSalle National Bank, as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of Trustee under the Pooling and Servicing Agreement, dated as of December 1, 1996, Series 1996-4,] without recourse" and signed, by facsimile or manual signature, by such last endorsee; (b) Either: (i) the original Mortgage, with evidence of recording thereon, (ii) a copy of the 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, if the original has been transmitted for recording until such time as the original is returned by the 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) Either: (i) (A) the original Assignment of Mortgage from the last assignee of the related Mortgage assigned to the Trustee, with evidence of recording thereon, or (B) an original assignment of mortgage from the last assignee of the related Mortgage assigned in blank, or (ii) if an original Assignment of Mortgage has not yet been provided in accordance with clause (i), an Assignment of Mortgage to the Trustee, certified by an appropriate officer or approved signatory of the Depositor or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such Assignment of Mortgage to the Trustee submitted for recording (provided, however, that in lieu an appropriate officer or approved signatory of the foregoing, the Seller Depositor may deliver the following documents, under the circumstances set forth below: (x) in lieu complete one or more blanket certificates attaching copies of the original Mortgage, assignments one or more Assignments of Mortgage to the Trustee relating thereto) or intervening assignments thereof which have been delivered(iii) a copy of such original Assignment of Mortgage to the Trustee, are being delivered or will upon receipt with evidence of recording information relating to the Mortgage required thereon, certified to be included thereontrue and complete by the Depositor or the appropriate public recording office, in those instances where such original Assignment of Mortgage has been recorded but subsequently lost; any such Assignment of Mortgage may be delivered to recording offices made by blanket assignments for recording and have not been returned Mortgage Loans secured by the Mortgaged Properties located in time to permit their delivery as specified abovethe same county, the Seller may deliver if permitted by applicable law; (d) The original policy of title insurance or a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereofor, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list policy has not yet been delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Dateinsurer, the Seller, in lieu commitment or binder to issue same; (e) Either: (i) originals of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and all intervening assignments, if any, and showing a complete chain of assignment from the assignment originator to the last assignee of the Mortgage related Mortgage, including any recorded warehousing assignments, with evidence of recording thereon, or, (ii) if the original intervening assignments have not yet been returned from the recording office, a copy of the originals of such intervening assignments together with a certificate of a Responsible Officer of the Depositor or the closing attorney or an officer of the title insurer which issued the related title insurance policy, or commitment therefor, or its duly authorized agent certifying that the copy is a true copy of the original of such intervening assignments or (iii) a copy of the intervening assignment certified by the public recording office in those instances where the original recorded intervening assignment has been lost; (f) Either: (i) the original assumption agreement and/or modification agreement, if any, with evidence of recording thereon, or (ii) if the original of such agreement has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Depositor or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such assumption and modification agreement submitted for recording, or (iii) a copy of an original assumption and modification agreement, with evidence of recording thereon, certified to be true and complete by the Depositor or the appropriate public recording office, in those instances where such original recorded not later than 180 assumption or modification agreement has been lost; and Within 45 days after the Closing Date, orwith respect to each Sub-Pool 1 Multifamily Loan and Sub-Pool 1 Mixed Use Loan, (i) if such item is a document separate from the Mortgage either (A) an original copy of the related Assignment of Leases, if any (with recording information indicated thereon), or (B) if the original of such Assignment of Leases has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Depositor or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such Assignment of Leases submitted for recording; (ii) an original assignment of any related Assignment of Leases, if any (if such document is a document separate from the Mortgage and not incorporated in the Assignment of Mortgage), in lieu blank and in recordable form; (iii) if such item is a document separate from the Mortgage either (A) an original copy of all intervening assignments of Assignment of Leases, if any (with recording information indicated thereon), or (B) if the original of such assignmentsintervening assignments of Assignment of Leases has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Depositor or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such intervening assignment of Assignment of Leases submitted for recording; (iv) either, (A) a copy of the UCC-1 financing statement and any related continuation statements, if any, each showing the Mortgagor as debtor and mortgagee as secured party and each with evidence of filing thereon, or (B) if the copy of the UCC-1 financing statement has not yet been returned from the filing office, a copy of such UCC-1 financing statement, certified by an appropriate officer or approved signatory of the Depositor or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such UCC-1 financing statement submitted for filing; and (v) an original executed form UCC-2 or UCC-3 financing statement, in form suitable for filing, disclosing the assignment in blank, of the security interest in the personal property constituting security for repayment of the Mortgage Loan; and (vi) either (A) an original copy of all intervening assignments of UCC-3 financing statements, if any (with recording information indicated thereon), or (B) if the original of such intervening assignments of UCC-3 financing statements has not yet been returned from the recording office, a copy of such original, certified by an appropriate officer or approved signatory of the Depositor or the closing attorney or any officer of the title insurer that issued the related title insurance policy, or commitment therefor, or its duly authorized agent, as being a true and complete copy of the original of such intervening assignments of UCC-3 financing statements submitted for recording. If in connection with any Mortgage Loan the Depositor cannot deliver any such financing statement(s) with evidence of filing thereon because such financing statement(s) has not yet been returned by the public filing office where such financing statement has been submitted for filing, then the Depositor shall deliver or cause to be delivered a photocopy, or the secured party's carbon copy with the debtor's signature of such financing statement(s) (certified by the Depositor to be a true and complete copy) together with an officers' certificate stating that such financing statement(s) has been dispatched to the appropriate public filing office for filing. Within 45 days after the Closing Date, the Servicer shall have completed each Assignment of Mortgage and Assignment of Leases, if any, originally assigned in blank to "LaSalle National Bank, as Trustee for AFC Mortgage Loan Asset Backed Certificates, Series 1996-4, under the Pooling and Servicing Agreement, dated as of December 1, 1996" and, within such period (or if later, within 30 days after its receipt of the original recorded Mortgage and intervening assignment), shall provide have submitted each such Assignment of Mortgage to the appropriate public recording office for recording; provided however, that the Servicer shall not be required to submit an Assignment of Mortgage for recording with respect to a Mortgaged Property, where, in the Opinion of Counsel to the Depositor (which opinion shall be delivered to the Certificate Insurer within the 45-day or 30-day period, as applicable, specified herein), such recordation of the Assignment of Mortgage is not required (i) to effect the sale and conveyance of the Mortgage Loan by the Depositor to LaSalle National Bank, as Trustee for AFC Mortgage Loan Asset Backed Certificates, Series 1996-4, pursuant to and as provided in Section 6 hereof 2.01 or the granting and perfecting of the security interest in the Mortgage Loan pursuant to and as provided in Section 14.15 or (ii) to defeat any ownership, security interest or other adverse claim to the effect that Mortgage Loan by any creditor of the recordation Depositor or by any purported transferee of such assignment Mortgage Loan in a purported transfer thereof by the Depositor subsequent to such sale and conveyance. Any such Assignment of Mortgage that is not required to be recorded pursuant to this paragraph shall be delivered by the Depositor to the Trustee within such 45-day period. Each such Assignment of Mortgage delivered by the Depositor to the Trustee shall, subject to receipt of the original recorded Mortgage as described above, be in recordable form. Within such 45-day period, the Depositor also shall deliver to the Trustee an original executed power of attorney ("Special Power of Attorney"), substantially in the form of Exhibit K, with respect to the Assignments of Mortgage that are not required to be recorded under this paragraph, authorizing the Trustee to record the Assignments of Mortgage if necessary or advisable to protect the interests of the Certificateholders and the Certificate Insurer. Pursuant to such power of attorney, the Trustee also may execute a new Assignment of Mortgage for any Mortgage Loan if the original Assignment of Mortgage delivered by the Depositor to the Trustee is not in recordable form at such time as the Assignment of Mortgage is to be recorded by the Trustee’s interest . Within 45 days after the Closing Date, the Servicer shall complete any UCC-2 or UCC-3 financing statements with respect to the Sub-Pool 1 Multifamily Loans and Sub-Pool 1 Mixed Use Loans, such that the assignee of creditor is listed as "LaSalle National Bank, as Trustee for AFC Mortgage Loan Asset Backed Certificates, Series 1996-4, under the Pooling and Servicing Agreement, dated as of December 1, 1996." The Depositor shall no later than ten Business Days after the receipt thereof, and in any event, within one year of the Closing Date, deliver or cause to be delivered to the Trustee or the Custodian: (a) the original recorded Mortgage in those instances where a copy thereof certified by the Depositor was delivered to the Trustee or the Custodian; (b) the original recorded Assignment of Mortgage from the Depositor to the Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the originator to the Trustee in those instances where copies thereof certified by the Depositor were delivered to the Trustee or the Custodian; (c) the title insurance policy required in clause (d) above; (d) the original recorded assumption and modification agreement in those instances in which a copy was delivered; (e) the original Assignment of Leases in those instances in which a copy was delivered and (f) the copy of the UCC-1 financing statement and any related continuation statements with evidence of filing thereon returned from the recording office if a copy was previously delivered as set forth in clause (iii)(B) above. Notwithstanding anything to the contrary contained in this Section 2.04, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or the intervening assignments of the Mortgage, Assignment of Leases or assignment of Assignment of Leases after it has been recorded, the Depositor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee or the Custodian of a copy of such Mortgage, Assignment of Mortgage or intervening assignments of the Mortgage, Assignment of Leases or assignment of Assignment of Leases certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Depositor may forward or cause to be forwarded to the Trustee or the Custodian additional original documents evidencing an assumption or modification of a Mortgage Loan. Upon All Mortgage Loan documents held by the request Trustee or the Custodian as to each Mortgage Loan are referred to herein as the "Trustee's Mortgage File." All recording required pursuant to this Section 2.04 shall be accomplished by and at the expense of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveDepositor.

Delivery of Mortgage Loan Documents. Pursuant At least two (2) Business Days prior to various conveyance documents to be executed on the related Closing Date and unless otherwise specified in the related Transaction Documents, the Seller shall deliver the Mortgage Loan Documents with respect to each Mortgage Loan to the Purchaser or a bonded third party custodian (the “Custodian”) and, in the case of the latter, shall cause the Custodian to deliver to the Purchaser a custodian’s certification pursuant to which the Pooling and Servicing Agreement, Custodian certifies to the Purchaser will assign on the Closing Date all that (i) with respect to each Mortgage Loan, it has in its possession originals of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment each of the Mortgage LoansLoan Documents, (ii) all of the Mortgage Loan Documents appear on their face to be genuine originals or copies, as applicable, and (iii) upon the Purchaser’s wiring of the Purchase Proceeds to the Seller, that the Custodian shall hold the Mortgage Loan Documents with respect to each Mortgage Loan in trust for the Purchaser and will, subsequent thereto, act only in a manner consistent with the Purchaser’s instructions with respect thereto. In the event that any of the Mortgage Loan Documents set forth in clauses (c) through (e) of the definition of Mortgage Loan Documents in Article I have not been delivered to the Purchaser in the time specified above (the “Missing Documents”) either because such Missing Documents have not been returned by the applicable public recording office with respect to items (c) and (d), or because the final original title policy has not yet been issued by the title company with respect to item (e), then the Seller shall deliver to the Purchaser certified true and correct copies of the same with respect to items (c) and (d) and either the Preliminary Title Report or the Title Commitment, as applicable, with respect to item (e), and the Seller shall further deliver the originals of any such Missing Documents promptly upon its receipt thereof, but in no event later than one hundred and eighty (180) days from the Closing Date. If the Seller fails to deliver any of the Missing Documents relating to a Mortgage Loan within the time specified above, the Seller has delivered or will deliver or cause to be delivered to shall, upon written request from the Trustee by the Closing Date or Purchaser, repurchase such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined Loan in section 2.01 of the Pooling and Servicing Agreement, accordance with Section 3.3; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification received notice from the Seller to such effect), Purchaser requesting the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; same within five hundred and forty (z540) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to days from the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (i) the original Mortgage Note, endorsed in blank or in the following form "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment in blank; (iv) the original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification or substitution agreement, if any; and (vi) the original lender's title insurance policy or, if the original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 2(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached to the Pooling and Servicing Agreement. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser within three Business Days. If any of the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such later date as is agreed public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Purchaser of a copy of each such document certified by the Responsible Party in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Responsible Party, delivery to the Purchaser promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Purchaser, the Trustee and the Rating Agencies by the Seller if delivery pursuant to clause (each 2) above will be made more than 180 days after the Closing Date. If the original lender's title insurance policy was not delivered pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause to be delivered to the Purchaser, promptly after receipt thereof, the original lender's title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Seller shall (at the expense of the Responsible Party) promptly (within sixty Business Days following the later of the Closing Date and such the date of receipt by the Seller of the recording information for a Mortgage, but in no event later date is than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Purchaser, in the appropriate public office for real property records, each Assignment referred to in Sections 4(b)(iii) and (iv) above and the Seller shall execute each original Assignment or cause each original Assignment to be executed in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a “Mortgage File Delivery Date”)defect therein, the items Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Purchaser receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; PROVIDED, HOWEVER, the Seller shall submit or cause to be submitted each Mortgage File Assignment for recording in the manner described above, at the expense of the Responsible Party and at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) written direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as defined described in section 2.01 Section 7.02 of the Pooling and Servicing Agreement, provided(v) with respect to any one Assignment, howeverthe occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that in lieu is 90 days or more Delinquent. Upon receipt of written notice that recording of the foregoingAssignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Seller may shall be required to deliver the such Assignments or shall cause such Assignments to be delivered within 30 days following documents, under the circumstances set forth below: (x) in lieu receipt of the such notice. Each original Mortgage, assignments document relating to a Mortgage Loan which is not delivered to the Trustee Purchaser or intervening assignments thereof which have been deliveredits assignee, are being delivered transferee or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereofdesignee, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced held by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering shall be so held for the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request benefit of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveits assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant In connection with such transfer and assignment, the Sellers do hereby deliver to, and deposit with, the Purchaser or the Purchaser's designee, the documents or instruments set forth in Section 2.01 of the Pooling and Servicing Agreement. In instances where an original recorded Mortgage or power of attorney cannot be delivered by a Seller to various conveyance documents the Purchaser prior to be executed on or concurrently with the Closing Date execution and pursuant delivery of this Agreement, due to a delay in connection with the recording of such Mortgage, such Seller may, (a) in lieu of delivering such original recorded Mortgage or power of attorney referred to in clause (ii) of Section 2.01 of the Pooling and Servicing Agreement, deliver to the Purchaser a copy thereof, provided that such Seller certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) of Section 2.01 of the Pooling and Servicing Agreement to the Purchaser, deliver such assignment to the Purchaser completed except for recording information. In all such instances, such Seller will assign on deliver the original recorded Mortgage and completed assignment (if applicable) to the Purchaser promptly upon receipt of such Mortgage. In instances where an original recorded Mortgage has been lost or misplaced, such Seller or the related title insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (v) of Section 2.01 of the Pooling and Servicing Agreement (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by such Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, such Seller may, in lieu of delivering the original or a copy of such title insurance, deliver to the Purchaser a binder with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Purchaser within 270 days of the Closing Date. In instances where an original assumption, modification or buydown agreement cannot be delivered by such Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, such Seller may, in lieu of delivering the original of such agreement, deliver a certified copy thereof. To the extent not already recorded, the Sellers shall promptly (and in no event later than five Business Days following the later of the Closing Date all and the date of its rightreceipt by a Seller of the recording information for a Mortgage) submit or cause to be submitted for recording, title at no expense to the trust fund, in the appropriate public office for real property records, each Assignment delivered to it pursuant to Section 2.01(I)(iii) of the Pooling and interest in Servicing Agreement. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the applicable Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Florida and Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Sellers shall submit each Assignment for recording, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the applicable Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. With respect to a maximum of approximately 1.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in the Pooling and Servicing Agreement cannot be located, the obligations of the Sellers to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Trustee for the benefit of the Certificateholderswithin three Business Days. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will The Sellers shall deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each promptly upon receipt thereof any other original documents constituting a part of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)received with respect to any Mortgage Loan, the items including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of each any Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the Loan. All original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information documents relating to the Mortgage required to be included thereon, be Loans that are not delivered to recording offices the Purchaser are and shall be held by or on behalf of the Sellers in trust for recording and have not been returned in time the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face terms of such copy, substantially as follows: “Certified this Section to be a true and correct copy part of the originala Mortgage File, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments such document shall be delivered promptly to the Trustee Purchaser. Any such original document delivered to or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered held by the Purchaser that is not required pursuant to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities terms of the Seller; and provided furtherthis Section to be a part of a Mortgage File, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior shall be delivered promptly to the Closing Date, the applicable Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant In connection with such transfer and assignment, the Seller will deliver to, and deposit with, the Purchaser or the Purchaser's designee, the documents or instruments set forth in Section 2.01 of the Pooling and Servicing Agreement. In instances where an original recorded Mortgage or power of attorney cannot be delivered by the Seller to various conveyance documents the Purchaser prior to be executed on or concurrently with the Closing Date execution and pursuant delivery of this Agreement, due to a delay in connection with the recording of such Mortgage or power of attorney, the Seller may, (a) in lieu of delivering such original recorded Mortgage or power of attorney referred to in clause (ii) of Section 2.01(a) of the Pooling and Servicing Agreement, deliver to the Purchaser a copy thereof, provided that the Seller certifies that the original Mortgage or power of attorney has been delivered (in the jurisdictions required) to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement to the Purchaser, deliver such assignment to the Purchaser completed except for recording information. In all such instances, the Seller will assign on deliver the original recorded Mortgage or power of attorney and completed Assignment (if applicable) to the Purchaser promptly upon receipt of such Mortgage or power of attorney. In instances where an original recorded Mortgage or power of attorney has been lost or misplaced, the Seller, or in the jurisdictions where allowed, the related title insurance company may deliver in lieu of such Mortgage or power of attorney, a copy of such Mortgage or power of attorney bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (v) of Section 2.01(a) of the Pooling and Servicing Agreement (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, the Seller may, in lieu of delivering the original or a copy of such title insurance, deliver to the Purchaser with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Purchaser within 270 days of the Closing Date. In instances where an original assumption, modification or buydown agreement cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, the Seller may, in lieu of delivering the original of such agreement, deliver a certified copy thereof. To the extent not already recorded, the Seller shall promptly (and in no event later than five Business Days following the later of (i) the Closing Date all and (ii) the date of its rightreceipt by the Seller of the recording information for a Mortgage) submit or cause to be submitted for recording, title at no expense to the trust fund, in the appropriate public office for real property records, each Assignment delivered to it pursuant to Section 2.01(a)(iii) of the Pooling and interest in Servicing Agreement. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland and Florida) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Seller shall submit each Assignment for recording, at no expense to the trust fund, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. With respect to a maximum of approximately 4.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in the Pooling and Servicing Agreement cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a lost note affidavit and a photocopy of the related Mortgage Note; provided, however, that the Seller may deliver a lost note affidavit for up to 2.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, without attaching a photocopy of the related Mortgage Note thereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Trustee for the benefit of the Certificateholderswithin ten Business Days. In connection with the transfer and assignment of the Mortgage Loans, the The Seller has delivered or will shall deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each promptly upon receipt thereof any other original documents constituting a part of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)received with respect to any Mortgage Loan, the items including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of each any Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the Loan. All original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information documents relating to the Mortgage required to be included thereon, be Loans that are not delivered to recording offices for recording the Purchaser are and have not been returned in time to permit their delivery as specified above, shall be held by or on behalf of the Seller may deliver a true copy thereof with a certification by in trust for the Seller benefit of the Trustee on behalf of the face Certificateholders. In the event that any such original document is required pursuant to the terms of such copy, substantially as follows: “Certified this Section to be a true and correct copy part of the originala Mortgage File, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments such document shall be delivered promptly to the Trustee Purchaser. Any such original document delivered to or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered held by the Purchaser that is not required pursuant to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant The Seller/Servicer shall, at least three (3) Business Days prior to various conveyance the Closing Date (or such earlier date as the Purchaser may reasonably request), deliver, at the Seller's expense, and release to the Purchaser, or if so directed by the Purchaser, to the Custodian, the Mortgage Loan Documents with respect to each Mortgage Loan. To the extent received by it, the Seller/Servicer shall forward to the Purchaser, or its Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement; provided, however, that the Seller/Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be executed a true and complete copy of the original within ninety (90) days of its submission for recordation. With respect to any Mortgage Loan registered with the MERS System, Seller/Servicer shall take all action necessary to cause the MERS System to reflect Purchaser as the beneficial owner of the Mortgage Loan. In the event that the original (or a copy thereof certified by the public recording office in which such document has been recorded) of any of the Mortgage Loan Documents (except the Assignment of Mortgage) cannot be delivered on the Closing Date and pursuant due to a delay in the Pooling and Servicing Agreementpublic recording office, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will Seller/Servicer shall deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, and if the Seller, original (or a copy thereof certified by the public recording office in lieu which such document has been recorded) of delivering the above documents, may deliver any such document is not delivered to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 Purchaser within 90 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist Seller/Servicer at the price and in the manner specified in Section 6.03, unless the Seller/Servicer is delayed in so delivering such documents because any such instruments shall not have been received by the Seller/Servicer from the appropriate recording office. The Seller/Servicer shall make an image of the related Mortgage File available to the Purchaser for examination at the Seller/Servicer's offices or such other location as shall otherwise be agreed upon by the Purchaser and the Seller/Servicer. Such examination may be made by the Purchaser or its designee at any reasonable time prior to the Closing Date. The Purchaser may, at its option and without notice to the Seller/Servicer, purchase any Mortgage Loan without conducting any partial or complete examination. The fact that the Purchaser has conducted or has determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand repurchase or other relief or remedy provided for in effecting the assignment referred to abovethis Agreement.

Delivery of Mortgage Loan Documents. Pursuant (a) On or prior to various conveyance documents to be executed on the Closing Date or any Subsequent Transfer Date, as applicable, the related Originator shall deliver or cause to be delivered to the Unaffiliated Seller, and the Unaffiliated Seller shall deliver to the Collateral Agent, on behalf of the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement), each of the documents described in clauses (i) through (vi) of Section 2.05(a) of the Pooling and Servicing Agreement for each applicable Mortgage Loan in accordance with the provisions of Section 2.05 of the Pooling and Servicing Agreement. (b) Pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on Unaffiliated Seller shall within sixty (60) days of the Closing Date all of its rightbe required to promptly submit, title and interest or cause to be submitted by the related Originator, for recording in and the appropriate public office for real property records, each assignment referred to the Mortgage Loans to the Trustee for the benefit in Section 2.05(a) of the CertificateholdersPooling and Servicing Agreement. The Collateral Agent, on behalf of the Trustee, shall be required to retain a copy of each assignment submitted for recording. In connection with the transfer and event that any such assignment is lost or returned unrecorded because of the Mortgage Loansa defect therein, the Unaffiliated Seller has delivered or will such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall be required to submit each such assignment for recording. (c) The Unaffiliated Seller or the related Originator shall, within five (5) Business Days after the receipt thereof, deliver or cause to be delivered to the Collateral Agent, on behalf of the Trustee (pursuant to the Pooling and Servicing Agreement): (i) the original recorded Mortgage and related power of attorney, if any, in those instances where a copy thereof certified by the Closing Date or related Originator was delivered to the Collateral Agent, on behalf of the Trustee (pursuant to the Pooling and Servicing Agreement); (ii) the original recorded assignment of Mortgage from the related Originator to the Trustee (pursuant to the Pooling and Servicing Agreement), which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the originator of the Mortgage Loan to the Trustee in those instances where copies of such later date as is agreed to assignments certified by the Purchaser and related Originator were delivered to the Seller (each Collateral Agent, on behalf of the Closing Date and such later date is referred Trustee (pursuant to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 Section 2.05 of the Pooling and Servicing Agreement, provided, however, that ); and (iii) the title insurance policy or title opinion required in lieu Section 2.05(a)(vi) of the foregoingPooling and Servicing Agreement. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of public recording office retains the original Mortgage, assignments power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Collateral Agent, on behalf of the Trustee (pursuant to the Pooling and Servicing Agreement), of a copy of such Mortgage, power of attorney, if any, assignment or intervening assignments thereof which have been deliveredassignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward or cause to be forwarded to the Collateral Agent, are being delivered on behalf of the Trustee (pursuant to the Pooling and Servicing Agreement), additional original documents evidencing an assumption or will upon receipt modification of recording information a Mortgage Loan. (d) All original documents relating to the Mortgage required to be included thereon, be Loans that are not delivered to recording offices for recording the Collateral Agent, on behalf of the Trustee (pursuant to the Pooling and have not been returned in time to permit their delivery Servicing Agreement), as specified abovepermitted by Section 2.05(a) hereof are and shall be held by the Servicer, the Unaffiliated Seller may deliver a true copy thereof with a certification by or the Seller related Originator in trust for the benefit of the Trustee on behalf of the face Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of such copy, substantially as follows: “Certified this Section 2.05 to be a true and correct copy part of a Trustee Mortgage File, such document shall be delivered promptly to the Collateral Agent, on behalf of the original, which has been transmitted for recording;” Trustee (y) in lieu as assignee of the Mortgage, assignments Depositor pursuant to the Trustee or intervening assignments thereof, if Pooling and Servicing Agreement). From and after the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu sale of the Mortgage Notes relating Loans to the Depositor pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans, each identified Loans prior to the vesting of legal title in the list delivered by Trustee (as assignee of the Purchaser Depositor pursuant to the Pooling and Servicing Agreement), such title shall be retained in trust for the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities behalf of the Seller; and provided further, however, that in Trust as the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment owner of the Mortgage to be recorded not later than 180 days after Loans and as the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveDepositor's assignee.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the such transfer and assignment assignment, the Seller does hereby deliver to, and deposit with, the Purchaser, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (a "Mortgage File"): (i) the original Mortgage Note, endorsed by the originator or the originator's successor in interest (which in all cases will be the Seller or an Affiliate) in the following form: "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Xxxxtee under the applicable agreement, without recourse", or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; PROVIDED, HOWEVER, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the Seller aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut-off Date; (ii) if in connection with any Mortgage Loan, the Depositor has delivered not caused the original recorded Mortgage or will deliver or cause power of attorney to be delivered to the Trustee because of a delay caused by the Closing Date public recording office where such Mortgage or power of attorney has been delivered for recordation or because such later date as is agreed to by Mortgage or power of attorney has been lost or because such public recording office retains the Purchaser and original recorded Mortgage or power of attorney, the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)shall include, the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoingsuch Mortgage or power of attorney, the Seller may deliver the following documentsa photocopy of such Mortgage or power of attorney, under the circumstances set forth below: together with (xa) in lieu the case of a delay caused by the public recording office, an Officer's Certificate of the original Mortgage, assignments title insurer insuring the Mortgage stating that such Mortgage and power of attorney has been delivered to the Trustee appropriate public recording office for recordation and that the original recorded Mortgage or intervening assignments thereof which have been delivered, are being delivered power of attorney or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified Mortgage and power of attorney certified by such public recording office to be a true and correct complete copy of the original, which has been transmitted for recording;” (y) in lieu original recorded Mortgage and power of the Mortgage, assignments attorney will be promptly delivered to the Trustee upon receipt by the Depositor; or intervening assignments thereof, if (b) in the applicable jurisdiction case where a public recording office retains the originals original recorded Mortgage or power of attorney or in the case where a Mortgage or power of attorney is lost after recordation in a public recording office, a copy of such documents Mortgage or if power of attorney with the originals are lost recording information thereon certified by such public recording office to be a true and complete copy of the original recorded Mortgage or power of attorney; (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing iii) an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu Assignment of the Mortgage Notes relating executed by the originator or the originator's successor in interest (which in all cases will be the Seller or an Affiliate) in the following form: "Wells Fargo Bank Minnesota, X.X., as Trustee under the applicable agreement"; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on as contemplated by the Closing Date and attached hereto as Exhibit 2 immediately preceding clause (iii), or if any such intervening assignment has not been returned from the Seller may deliver applicable public recording office or has been lost note affidavits and indemnities or if such public recording office retains the original recorded Assignments of Mortgage, the Seller; and provided furtherMortgage File shall include a photocopy of such intervening assignment, however, that together with (a) in the case of a delay caused by the public recording, an Officer's Certificate of the title insurer insuring the Mortgage Loans which have stating that such intervening Assignment of Mortgage has been prepaid delivered to the appropriate public recording office for recordation and that such original recorded intervening Assignment of Mortgage or a copy of such intervening Assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening Assignment of Mortgage will be promptly delivered to the Trustee upon receipt thereof by the Depositor; or (b) in full the case of an intervening Assignment of Mortgage where a public recording office retains the original recorded intervening Assignment of Mortgage or in the case where an intervening Assignment of Mortgage is lost after recordation in a public recording office, a copy of such intervening Assignment with recording information thereon certified by such public recording office to be a true and complete copy of the original recorded intervening Assignment of Mortgage; (v) the originals of all assumption, modification, consolidation or extension agreements, if any; (vi) the original of any guarantee executed in connection with the Mortgage Note; (vii) if such Mortgage Loan has a Loan-to-Value Ratio at the Cut-off Date and prior in excess of 80% (as shown in the Mortgage Loan Schedule), the original Primary Insurance Policy, or in the event such original Primary Insurance Policy is unavailable, a written commitment from the mortgage insurer to issue such policy; (viii) the original lender's title insurance policy, together with all endorsements or riders which were issued with or subsequent to the Closing Dateissuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company or an attorney's title opinion, if customary in the related jurisdiction where the Mortgaged Property is located; (ix) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and (x) if applicable, a true and complete copy, certified as such by an officer of the Seller, in lieu of delivering each certificate or other evidence of merger or change of name, if any of the above documents, may deliver to the Trustee a certification Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name and such certificate or other evidence shall not have been recorded in the public recording office where the related Mortgage is required to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are receivedbe recorded. The Seller shall cause all Assignments referred to in clause (iii) above and, to the Mortgage and intervening assignmentsextent necessary, if anyin (iv) above to be recorded; PROVIDED, and HOWEVER, the assignment of the Mortgage Seller need not cause to be recorded not later than 180 days after any Assignment which relates to a Mortgage Loan in any jurisdiction under the Closing Datelaws of which, or, in lieu of such assignments, shall provide as evidenced by an Opinion of Counsel pursuant to Section 6 hereof delivered by the Seller to the effect that Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s 's interest in the related Mortgage Loan. Upon ; PROVIDED, HOWEVER, notwithstanding the request delivery of the Purchaserany Opinion of Counsel, the Seller shall submit each Assignment for recording, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement, (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage and (vi) on or after the 90th day on which the payment for such Mortgage Loan was due and payable and not received. Notwithstanding the foregoing, if the Seller fails to pay the cost of recording the Assignments, such expense will assist be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust as set forth in the Pooling and Servicing Agreement. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. The Seller shall deliver or cause to be delivered to the Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan. All original documents relating to the Mortgage Loans that are not delivered to the Purchaser are and shall be held by or on behalf of the Purchaser in effecting trust for the assignment referred benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to abovethe terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Purchaser. Any such original document delivered to or held by the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Seller.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (i) the original Mortgage Note, endorsed in blank or in the following form "Pay to the order of Wells Fargo Bank, N.A., ax Xxxstee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment in blank; (iv) the original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii); (v) the original or copies of each assumption, modification or substitution agreement, if any; and (vi) the original lender's title insurance policy or certified copy thereof or, if the original title policy has not been issued, the irrevocable commitment to issue the same. With respect to a maximum of approximately 2.0% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I attached to the Pooling and Servicing Agreement. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser within three Business Days. If any of the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has, as of the Closing Date Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such later date as is agreed public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Purchaser of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Purchaser promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Purchaser, the Trustee and the Rating Agencies by the Seller if delivery pursuant to clause (each 2) above will be made more than 180 days after the Closing Date. If a certified copy or the original lender's title insurance policy was not delivered pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause to be delivered to the Purchaser, promptly after receipt thereof, a certified copy or the original lender's title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. The Seller shall (at the expense of the Responsible Party) promptly (within sixty Business Days following the later of the Closing Date and such the date of receipt by the Seller of the recording information for a Mortgage, but in no event later date is than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Purchaser, in the appropriate public office for real property records, each Assignment referred to in Sections 4(b)(iii) and (iv) above and the Seller shall execute each original Assignment or cause each original Assignment to be executed in the following form: "Wells Fargo Bank, N.A., as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a “Mortgage File Delivery Date”)defect therein, the items Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee or the Purchaser receives notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Seller shall submit or cause to be submitted each Mortgage File Assignment for recording in the manner described above, at the expense of the Responsible Party and at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) written direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as defined described in section 2.01 Section 7.02 of the Pooling and Servicing Agreement, provided(v) with respect to any one Assignment, howeverthe occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that in lieu is 90 days or more delinquent. Upon receipt of written notice that recording of the foregoingAssignments is required pursuant to one or more of the conditions set forth in the preceding sentence, the Seller may shall be required to deliver the such Assignments or shall cause such Assignments to be delivered within 30 days following documents, under the circumstances set forth below: (x) in lieu receipt of the such notice. Each original Mortgage, assignments document relating to a Mortgage Loan which is not delivered to the Trustee Purchaser or intervening assignments thereof which have been deliveredits assignee, are being delivered transferee or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereofdesignee, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced held by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering shall be so held for the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request benefit of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveits assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant (a) . (a) On or prior to various conveyance documents to be executed on the Closing Date or Subsequent Transfer Date, as applicable, the related Originator shall deliver to the Unaffiliated Seller, and the Unaffiliated Seller shall deliver to the Collateral Agent, on behalf of the Indenture Trustee (as pledgee of the Trust pursuant to the Pooling Indenture, the Trust being the assignee of the Depositor pursuant to the Sale and Servicing Agreement), each of the Purchaser will assign on documents for each applicable Mortgage Loan in accordance with the provisions of Section 2.05 of the Sale and Servicing Agreement. (b) As promptly as practicable, but in any event within thirty (30) days from the Closing Date all of its rightor the Subsequent Transfer Date, title and interest as applicable, the Unaffiliated Seller shall promptly submit, or cause to be submitted by the related Originator, for recording in and the appropriate public office for real property records, each assignment referred to the Mortgage Loans to the Trustee for the benefit in Section 2.05(a)(iv) of the CertificateholdersSale and Servicing Agreement. The Collateral Agent, on behalf of the Indenture Trustee, shall be required to retain a copy of each assignment submitted for recording. In connection with the transfer and event that any such assignment is lost or returned unrecorded because of the Mortgage Loansa defect therein, the Unaffiliated Seller has delivered or will such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall submit each such assignment for recording. (c) The Unaffiliated Seller or the related Originator shall, within five (5) Business Days after the receipt thereof, deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each Collateral Agent, on behalf of the Closing Date and such later date is referred Indenture Trustee (as pledgee of the Trust pursuant to as a “Mortgage File Delivery Date”)the Indenture, the items of each Mortgage File as defined in section 2.01 Trust being the assignee of the Pooling Depositor pursuant to the Sale and Servicing Agreement): (i) the original recorded Mortgage and related power of attorney, providedif any, howeverin those instances where a copy thereof certified by the related Originator was delivered to the Collateral Agent, that in lieu on behalf of the foregoingIndenture Trustee, pursuant to Section 2.05 of the Seller may deliver Sale and Servicing Agreement; (ii) the following documentsoriginal recorded assignment of Mortgage from the related Originator to the Indenture Trustee, under which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the circumstances set forth below: originator of the Mortgage Loan to the Indenture Trustee in those instances where copies of such assignments certified by the related Originator were delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to Section 2.05 of the Sale and Servicing Agreement; and (xiii) the title insurance policy or title opinion required in lieu Section 2.05(a)(vi) of the Sale and Servicing Agreement. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, assignments power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee Collateral Agent, on behalf of the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or intervening assignments thereof which have been deliveredassignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward or cause to be forwarded to the Collateral Agent, are being delivered on behalf of the Indenture Trustee, additional original documents evidencing an assumption or will upon receipt modification of recording information a Mortgage Loan. (d) All original documents relating to the Mortgage required to be included thereon, be Loans that are not delivered to recording offices for recording the Collateral Agent, on behalf of the Indenture Trustee, as permitted by Section 2.05(a) hereof are and have not been returned in time to permit their delivery as specified aboveshall be held by the Servicer, the Unaffiliated Seller may deliver a true copy thereof with a certification by or the Seller related Originator in trust for the benefit of the Indenture Trustee, on behalf of the face Noteholders and the Note Insurer. In the event that any such original document is required pursuant to the terms of such copy, substantially as follows: “Certified this Section 2.05 to be a true and correct copy part of an Indenture Trustee's Mortgage File, such document shall be delivered promptly to the Collateral Agent, on behalf of the original, which has been transmitted for recording;” (y) in lieu of Indenture Trustee. From and after the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu sale of the Mortgage Notes relating Loans to the Depositor pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans prior to the vesting of legal title in the Indenture Trustee, such title shall be retained in trust for the Trust as the owner of the Mortgage Loans, each identified in as the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if anyDepositor's assignee, and the assignment of Indenture Trustee, as the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveTrust's pledgee.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall deliver and release to various conveyance the Purchaser or its designee, Wachovia Bank, National Association, the Mortgage Loan Documents. The Mortgage Loan Documents shall be delivered by the Seller to the Purchaser or its designee, Wachovia Bank, National Association, at 4527 Metropolitan Court, Xxxxx X, Xxxxxxxxx, Xxxxxxxx 00000, Xxxxxxxxx: Xxx Xxxxxx, at least fixx (0) Xxxiness Days prior to the Closing Date pursuant to a bailee letter agreement. All other documents to in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Seller may have in its possession, shall be executed retained by the Servicer in trust for the Purchaser. If the Seller cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the Closing Date Date, the Seller shall, promptly upon receipt thereof and pursuant in any case not later than 180 days from the Closing Date, deliver such original documents, including original recorded documents, to the Pooling and Servicing Agreement, Purchaser or its designee (unless the Purchaser will assign on Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 180 days of the Closing Date solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, Seller shall deliver a copy of such document, if not previously delivered, and a Seller's Officer's Certificate to Purchaser, or its designee. In the event that documents have not been received by the date specified in the Seller's Officer's Certificate, a subsequent Seller's Officer's Certificate shall be delivered by such date specified in the prior Seller's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall continue to use commercially reasonable best efforts to effect delivery within 270 days of the Closing Date. The Seller shall pay all initial recording fees, for the Assignments of Mortgage or Form UCC-3's for Co-op Loans and any other fees in connection with the transfer of all original documents to the Purchaser or its rightdesignee. Seller shall prepare, title and interest in and recordable form, all Assignments of Mortgage or Form UCC-3's for Co-op Loans necessary to assign the Mortgage Loans to Purchaser, or its designee. Seller shall be responsible for recording the Trustee Assignments of Mortgage or Form UCC-3's for the benefit Co-op Loans. Seller shall provide a copy of the Certificateholderstitle insurance policy to Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office. In connection with Any review by the transfer and assignment Purchaser, or its designee, of the Mortgage LoansFiles shall in no way alter or reduce the Seller's obligations hereunder. If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Seller has delivered Purchaser shall, or will deliver or shall cause to be delivered its designee to, give written specification of such defect to the Trustee by Seller in the Closing Date exception report or such later date as is agreed the certification delivered pursuant to by the Purchaser this Section 2.07, and the Seller (each shall cure or repurchase such Mortgage Loan in accordance with Section 3.03. The Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 in accordance with the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, FNMA Guides; provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsPurchaser, under the circumstances set forth below: (x) in lieu or its designee, with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original Mortgage, assignments to the Trustee of any document submitted for recordation or intervening assignments thereof which have been delivered, are being delivered or will upon receipt a copy of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification such document certified by the Seller on the face of such copy, substantially as follows: “Certified appropriate public recording office to be a true and correct complete copy of the originaloriginal within sixty (60) days of its submission for recordation. From time to time, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments order to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect)fulfill its obligations hereunder, the Seller may deliver photocopies of such documents containing an original certification have a need for Mortgage Loan Documents to be released by Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the judicial or other governmental authority written request of the jurisdiction where such documents were recorded; and Seller, within ten (z10) in lieu Business Days, deliver to the Seller, any requested documentation previously delivered to Purchaser or its designee as part of the Mortgage Notes relating File, provided that such documentation is promptly returned to Purchaser, or its designee, when the Seller no longer requires possession of the document, and provided that during the time that any such documentation is held by the Seller, such possession is in trust for the benefit of Purchaser. Seller shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage, or misplacement of any documentation delivered to Seller pursuant to this paragraph. Any and all documents required to be delivered pursuant to this Section 2.07 other than those Mortgage Loans, each identified in the list Loan Documents required to be delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and within five (5) Business Days prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver Date pursuant to a bailee letter agreement shall be delivered to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsfollowing addressee: Wachovia Bank, if anyNational Association, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date4527 Metropolitan Court, orXxxxx X, in lieu of such assignmentsXxxxxxxxx, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the PurchaserXxxxxxxx 00000, the Seller will assist the Purchaser in effecting the assignment referred to aboveXxxxxxxxx: Xxx Xxxxxx.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered shall, on or will deliver before the Closing Date, deliver, or cause to be delivered, to the Indenture Trustee (as pledgee of the Trust pursuant to the Indenture), the following documents or instruments constituting the Indenture Trustee’s Mortgage File with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank or to “ , as Indenture Trustee under the Indenture dated as of , 20 , Accredited Mortgage Loan Trust 200 - ” by the Sponsor, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office and if the Mortgage Loan is registered on the MERS System, such Mortgage or an assignment of the mortgage shall reflect MERS as the mortgagee of record and shall include the MIN for such Mortgage Loan; (iii) each intervening mortgage assignment, with evidence of recording indicated thereon or if the original is not available, a copy thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Sponsor (or to MERS, if the Mortgage Loan is registered on the MERS System), and noting the presence of a MIN (if the Mortgage Loan is registered on the MERS System), which assignment may, at the Sponsor’s option, be combined with the assignment referred to in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) unless the Mortgage Loan is registered on the MERS System, a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction as evidenced by an Opinion of Counsel addressed to the Indenture Trustee, may be included in a blanket assignment or assignments) of each Mortgage from the Sponsor to the Indenture Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed (if any); and (vi) an original title insurance policy or title opinion (or (A) a copy of the title insurance policy or title opinion, or (B) the related binder, commitment or preliminary report, or copy thereof in which case the Sponsor hereby certifies that the original Mortgage has been delivered to the Trustee title insurance company that issued such binder, commitment or preliminary report). In instances where the original recorded Mortgage or any intervening mortgage assignment or a completed assignment of the Mortgage in recordable form cannot be delivered by the Closing Date Sponsor to the Indenture Trustee prior to or such later date as is agreed concurrently with the execution and delivery of this Agreement due to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”)delay in connection with recording, the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: Sponsor may: (x) in lieu of delivering such original recorded Mortgage or intervening mortgage assignment, deliver to the Indenture Trustee, a copy thereof and the Sponsor hereby certifies that the original Mortgage, assignments Mortgage has been delivered to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon a title insurance company for recordation after receipt of recording information relating to its policy of title insurance or the Mortgage required to be included thereonrelated binder, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” commitment or preliminary report therefor; and (y) in lieu of the Mortgage, assignments with respect to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost clause (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (ziv) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Sellerabove, in lieu of delivering the above documentscompleted assignment in recordable form, may deliver to the Trustee a certification by Indenture Trustee, the Seller to such effectassignment in recordable form, otherwise complete except for recording information. The Seller shall deliver Indenture Trustee is hereby authorized and directed, upon an Event of Default and subject to subsection (b) below, with respect to each assignment described in Section 2.05(a)(iv) hereof, to endorse such original documents assignment as follows: “ , as Indenture Trustee under the Indenture dated as of , 20 , Accredited Mortgage Loan Trust 200 - .” (including b) As promptly as practicable, but in any original documents as to which certified copies had previously been deliveredevent within thirty (30) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after from the Closing Date, orthe Sponsor shall promptly submit, or cause to be submitted for recording in lieu the appropriate public office for real property records, each assignment referred to in Section 2.05(a)(iv); provided, that the Sponsor need not cause to be recorded any assignment which (i) is registered on the MERS System, or (ii) relates to a Mortgage Loan in any jurisdiction under the laws of such assignmentswhich, shall provide as evidenced by an Opinion of Counsel pursuant to Section 6 hereof delivered by the Sponsor (at the Sponsor’s expense) to the effect that Indenture Trustee, acceptable to the Rating Agencies, the recordation of such assignment is not necessary to protect the Indenture Trustee’s ’s, the Noteholders’ and the Certificates’ interest in the related Mortgage Loan. Upon The Indenture Trustee, shall retain a copy of each assignment submitted for recording. In the request event that any such assignment is lost or returned unrecorded because of a defect therein, the Sponsor shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Sponsor shall submit each such assignment for recording. The costs relating to the delivery and recordation of the Purchaserdocuments in connection with the Mortgage Loans as specified in this Article II shall be borne by the Sponsor. With respect to Mortgage Loans (i) not registered on the MERS System, or (ii) not covered by an Opinion of Counsel described in this section 2.05(b) to the extent that assignments of mortgage have not been recorded within one year after the Closing Date, the Seller will assist shall, and if the Purchaser Seller fails to, then the Sponsor shall be obligated to repurchase such Mortgage Loans in effecting accordance with the provisions of Section 4.02. In connection with the assignment referred of any Mortgage Loan registered on the MERS System, promptly after the Closing Date, the Sponsor will cause, at its own expense, the MERS System to aboveindicate that such Mortgage Loan has been assigned to the Indenture Trustee for the benefit of the Noteholders by entering (a) the Indenture Trustee’s Org ID in the “Investor” field which identifies the Indenture Trustee and (b) in the “Pool” field a code which identifies the securitization serial number of the Notes issued in connection with such Mortgage Loans. The Sponsor and the Servicer will not alter the entries referenced in this paragraph with respect to any such Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased or otherwise in accordance with the terms of this Agreement. (c) The Sponsor shall, within five (5) Business Days after the receipt thereof, deliver, or cause to be delivered, to the Indenture Trustee: (i) the original recorded Mortgage and related power of attorney, if any, in those instances where a copy thereof certified by the Sponsor was delivered to the Indenture Trustee; (ii) the original recorded assignment of Mortgage from the last endorsee to the Indenture Trustee, which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the originator of the Mortgage Loan to the Indenture Trustee, in those instances where copies of such assignments certified by the Sponsor were delivered to the Indenture Trustee; and (iii) the title insurance policy or title opinion required in Section 2.05(a)(vi). Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Indenture Trustee, of a copy of such Mortgage, power of attorney, if any, assignment or assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Sponsor may forward, or cause to be forwarded, to the Indenture Trustee, additional original documents evidencing any assumption or modification of a Mortgage Loan. (d) All original documents relating to the Mortgage Loans that are not required to be delivered to the Indenture Trustee, pursuant to Section 2.05(a) hereof are, and shall be, held by the Servicer, the Sponsor or the Seller, as the case may be, in trust for the benefit of the Indenture Trustee, on behalf of the Noteholders. In the event that any such original document is required pursuant to the terms of this Section 2.05 to be a part of an Indenture Trustee’s Mortgage File, such document shall be delivered promptly to the Indenture Trustee. From and after the sale of the Mortgage Loans to the Trust pursuant hereto, to the extent that the last assignee thereof retains title of record to any Mortgage Loans prior to the vesting of legal title in the Trust, such title shall be retained in trust for the Trust as the owner of the Mortgage Loans, and the Indenture Trustee, as the pledgee of the Trust under the Indenture. In acting as custodian of any original document which is part of the Indenture Trustee’s Mortgage Files, the Servicer agrees further that it does not and will not have or assert any beneficial ownership interest in the related Mortgage Loans or the Mortgage Files. Promptly upon the Servicer’s receipt of any such original document, the Servicer, on behalf of the Trust, shall xxxx conspicuously each such original document, and its master data processing records with a legend evidencing that the Trust has purchased the related Mortgage Loan and all right and title thereto and interest therein, and pledged such Mortgage Loan and all right and title thereto and interest therein to the Indenture Trustee, on behalf of the Noteholders.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller Depositor has delivered or will deliver or shall cause to be delivered (with respect to the Initial Mortgage Loans) or shall cause to be delivered (with respect to the Subsequent Mortgage Loans) to the Trustee for a specified Trust the following documents or instruments with respect to each Mortgage Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse in blank by the Closing Date Seller, including all intervening endorsements showing a complete chain of endorsement; (ii) the related original Mortgage with evidence of recording indicated thereon or such later date as is agreed to a copy thereof certified by the Purchaser and applicable recording office; (iii) the recorded mortgage assignment(s), or copies thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the Seller (each which assignment may, at the Seller's option, be combined with the assignment referred to in subpart (iv) hereof); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of the Closing Date and such later date is referred to as a “related Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to the Trustee; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of the related Mortgage or Mortgage Note have been modified or such effect)Mortgage or Mortgage Note has been assumed; and (vi) evidence of title insurance (which may consist of (A) a copy of the title insurance or PERT policy, or (B) a binder thereof or copy of such binder) together with a certificate from the Seller may deliver photocopies of such documents containing an that the original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating has been delivered to the title insurance company that issued such binder for recordation. In instances where the original recorded Mortgage Loans, each identified and a completed assignment thereof in the list recordable form cannot be delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause prior to or concurrently with the Mortgage execution and intervening assignments, if any, and the assignment delivery of the Mortgage this Agreement due to be recorded not later than 180 days after the Closing Date, or, a delay in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaserconnection with recording, the Seller will assist the Purchaser in effecting the assignment referred to above.may:

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loanseach conveyance pursuant to Section 2.1 or 2.2 hereof, the Seller Depositor has delivered or will does hereby agree to deliver or cause to be delivered to the Trustee by [the Closing Date or such later date as is agreed to by the Purchaser and the Seller (Certificate Insurance Policy and] each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of following documents for each Mortgage File as defined Loan sold by the Transferor to the Depositor and sold by the Depositor to the Trust Fund: (i) The original Mortgage Note, endorsed by the holder of record without recourse in section 2.01 the following form: "Pay to the order of ___________, without recourse" and signed by manual or facsimile signature in the name of an authorized officer of the Pooling holder of record, ____________________, and Servicing Agreementif by the Transferor, by an authorized officer; (ii) The original Mortgage with evidence of recording indicated thereon; provided, however, that in lieu of if such Mortgage has not been returned from the foregoingapplicable recording office, the Seller may deliver the following documents, under the circumstances set forth below: then such recorded Mortgage shall be delivered when so returned; (xiii) in lieu An assignment of the original Mortgage, assignments in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located, in the name of the holder of record of the Mortgage Loan by an authorized officer (with evidence of submission for recordation of such assignment in the appropriate real estate recording office for such Mortgaged Property to be received by the Trustee or intervening assignments thereof which have been deliveredwithin 60 days of the Closing Date); provided, are being delivered or will upon receipt however, that Assignments of recording information relating to the Mortgage Mortgages shall not be required to be included thereon, be delivered to recording offices submitted for recording with respect to any Mortgage Loan which relates to the Trustee's Mortgage File if the Trustee, each of the Rating Agencies [and the Certificate Insurer] shall have received an opinion of counsel satisfactory to the Trustee, each of the Rating Agencies [and the Certificate Insurer] stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a materially adverse effect on the security interest of the Trustee in the Mortgage); provided, further, that any Assignment of Mortgage for which an opinion has been delivered shall be recorded by the Master Servicer upon the earlier to occur of (a) receipt by the Trustee of the Certificate Insurer's written direction to record such Mortgage, (b) the occurrence of any Event of Default, as such term is defined in this Agreement, or (c) a bankruptcy or insolvency proceeding involving the Mortgagor is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan; provided, however, that if the related Mortgage has not been returned in time from the applicable recording office within 120 days of the Closing Date, then such assignment shall be delivered when so returned (and a blanket assignment with respect to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller each unrecorded Mortgage shall be delivered on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recordingClosing Date);” (yiv) in lieu of the Mortgage, assignments to the Trustee or Any recorded intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu Assignments of the Mortgage Notes relating to the Mortgage Loanswith evidence of recording thereon; and (v) Any assumption, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Sellermodification, consolidation or extension agreements; and provided furtherprovided, however, that in the case of any Mortgage Loans which have been prepaid in full after the Cut-off Off Date and prior to the Closing Datedate of the execution of this Agreement, the SellerDepositor, in lieu of delivering the above documents, may deliver hereby delivers to the Trustee a certification of an officer of the Transferor of the nature set forth in Exhibit M 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 Depositor is delivering to the Trustee a true copy thereof with a certification by the Seller 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 such effect. The Seller shall the Purchase and Sale Agreement that it will deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies on behalf of the Depositor to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not no later than 180 90 days after the Closing Date; provided, orhowever, that in lieu 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 assignmentsoriginal Mortgage or Assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. The Transferor has agreed pursuant to the Purchase and Sale Agreement, shall 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 in the appropriate public office for real property records, provided that such assignments are redelivered by the Trustee to the Transferor upon the Transferor's written request and at the Transferor's expense, unless the Transferor (at its expense) furnishes to the Trustee[, [the Certificate Insurer] and the Rating Agencies an unqualified Opinion of Counsel pursuant reasonably acceptable to Section 6 hereof the Trustee to the effect that the recordation of such assignment is not necessary under applicable state law to protect preserve the Trustee’s 's interest in the related Mortgage LoanLoan against the claim of any subsequent transferee of such Mortgage Loan or any successor to, or creditor of, the Transferor. On or prior to the Closing Date the Master 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, ________________." The Master Servicer, at its own expense shall also complete each Assignment of Mortgage either in blank or such that the final Assignment of Mortgage appears in the following form: "____________________, as Trustee for _______ Home Equity Trust 200_ - _ formed pursuant to the Pooling and Servicing Agreement dated as of __________, 200_, among [________________________________] as Depositor, ____________________, as Transferor, ____________________, as Master Servicer and ____________________, as Trustee" (b) Without diminution of the requirements of Sections 2.2(c) and this Section 2.3, all original documents relating to the Mortgage Loans that are not delivered to the Trustee are and shall be delivered to the Master Servicer by the Transferor on behalf of the Depositor pursuant to the Purchase and Sale Agreement, and shall be held by the Master Servicer in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section 2.3 to be a part of a Mortgage File, the Master Servicer shall promptly deliver such original document to the Trustee. In acting as custodian of any such original document, the Master Servicer agrees further that it does not and will not have or assert any beneficial ownership interest in the Mortgage Loans or the Mortgage Files. Promptly upon the Depositor's and the Trust's acquisition thereof and the Master Servicer's receipt thereof, the Master Servicer on behalf of the Trust shall mark conspicuously each original document not delivered to the Trustex, xnd the Transferor's master data processing records evidencing each Mortgage Loan with a legend, acceptable to the Trustee [and the Certificate Insurer], evidencing that the Trust has purchased the Mortgage Loans and all right and title thereto and interest therein pursuant to the Purchase and 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, the Master Servicer, the Custodian or the Trustee to be lost, stolen or destroyed, the Transferor shall, within 14 days of 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 simultaneously therewith request the obligor on such Mortgage Note to execute and return a replacement Mortgage Note, 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. Upon the request receipt of such replacement Mortgage Note, the Trustee shall return the lost note affidavit. Delivery by the Transferor of such lost note affidavit shall not affect the obligations of the Purchaser, Transferor under the Seller will assist Purchase and Sale Agreement with respect to the Purchaser in effecting the assignment referred to aboverelated Mortgage Loan.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loanseach conveyance pursuant to Section 2.1 or 2.2 hereof, the Seller Depositor has delivered or will does hereby agree to deliver or cause to be delivered to the Trustee by [the Closing Date or such later date as is agreed to by the Purchaser and the Seller (Certificate Insurance Policy and] each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of following documents for each Mortgage File as defined Loan sold by the Transferor to the Depositor and sold by the Depositor to the Trust Fund: (i) The original Mortgage Note, endorsed by the holder of record without recourse in section 2.01 the following form: "Pay to the order of ___________, without recourse" and signed by manual or facsimile signature in the name of an authorized officer of the Pooling holder of record, ____________________, and Servicing Agreementif by the Transferor, by an authorized officer; (ii) The original Mortgage with evidence of recording indicated thereon; provided, however, that in lieu of if such Mortgage has not been returned from the foregoingapplicable recording office, the Seller may deliver the following documents, under the circumstances set forth below: then such recorded Mortgage shall be delivered when so returned; (xiii) in lieu An assignment of the original Mortgage, assignments in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located, in the name of the holder of record of the Mortgage Loan by an authorized officer (with evidence of submission for recordation of such assignment in the appropriate real estate recording office for such Mortgaged Property to be received by the Trustee or intervening assignments thereof which have been deliveredwithin 60 days of the Closing Date); provided, are being delivered or will upon receipt however, that Assignments of recording information relating to the Mortgage Mortgages shall not be required to be included thereon, be delivered to recording offices submitted for recording with respect to any Mortgage Loan which relates to the Trustee's Mortgage File if the Trustee, each of the Rating Agencies [and the Certificate Insurer] shall have received an opinion of counsel satisfactory to the Trustee, each of the Rating Agencies [and the Certificate Insurer] stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a materially adverse effect on the security interest of the Trustee in the Mortgage); provided, further, that any Assignment of Mortgage for which an opinion has been delivered shall be recorded by the Master Servicer upon the earlier to occur of (a) [receipt by the Trustee of the Certificate Insurer's written direction to record such Mortgage,] (b) the occurrence of any Event of Default, as such term is defined in this Agreement, or (c) a bankruptcy or insolvency proceeding involving the Mortgagor is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan; provided, however, that if the related Mortgage has not been returned in time from the applicable recording office within 120 days of the Closing Date, then such assignment shall be delivered when so returned (and a blanket assignment with respect to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller each unrecorded Mortgage shall be delivered on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recordingClosing Date);” (yiv) in lieu of the Mortgage, assignments to the Trustee or Any recorded intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu Assignments of the Mortgage Notes relating to the Mortgage Loanswith evidence of recording thereon; and (v) Any assumption, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Sellermodification, consolidation or extension agreements; and provided furtherprovided, however, that in the case of any Mortgage Loans which have been prepaid in full after the Cut-off Off Date and prior to the Closing Datedate of the execution of this Agreement, the SellerDepositor, in lieu of delivering the above documents, may deliver hereby delivers to the Trustee a certification of an officer of the Transferor of the nature set forth in Exhibit M 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 Depositor is delivering to the Trustee a true copy thereof with a certification by the Seller 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 such effect. The Seller shall the Purchase and Sale Agreement that it will deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies on behalf of the Depositor to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not no later than 180 90 days after the Closing Date; provided, orhowever, that in lieu 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 assignmentsoriginal Mortgage or Assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. The Transferor has agreed pursuant to the Purchase and Sale Agreement, shall 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 in the appropriate public office for real property records, provided that such assignments are redelivered by the Trustee to the Transferor upon the Transferor's written request and at the Transferor's expense, unless the Transferor (at its expense) furnishes to the Trustee[, the Certificate Insurer] and the Rating Agencies an unqualified Opinion of Counsel pursuant reasonably acceptable to Section 6 hereof the Trustee to the effect that the recordation of such assignment is not necessary under applicable state law to protect preserve the Trustee’s 's interest in the related Mortgage LoanLoan against the claim of any subsequent transferee of such Mortgage Loan or any successor to, or creditor of, the Transferor. On or prior to the Closing Date the Master 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, ___________________." The Master Servicer, at its own expense shall also complete each Assignment of Mortgage either in blank or such that the final Assignment of Mortgage appears in the following form: "____________________, as Trustee for _______ Home Equity Trust 200_ - _ formed pursuant to the Pooling and Servicing Agreement dated as of __________, 200_, among HSI Asset Securitization Corporation, as Depositor, ____________________, as Transferor, ____________________, as Master Servicer and ____________________, as Trustee" (b) Without diminution of the requirements of Sections 2.2(c) and this Section 2.3, all original documents relating to the Mortgage Loans that are not delivered to the Trustee shall be delivered to the Master Servicer by the Transferor on behalf of the Depositor pursuant to the Purchase and Sale Agreement, and shall be held by the Master Servicer in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section 2.3 to be a part of a Mortgage File, the Master Servicer shall promptly deliver such original document to the Trustee. In acting as custodian of any such original document, the Master Servicer agrees further that it does not and will not have or assert any beneficial ownership interest in the Mortgage Loans or the Mortgage Files. Promptly upon the Depositor's and the Trust's acquisition thereof and the Master Servicer's receipt thereof, the Master Servicer on behalf of the Trust shall mark conspicuously each original document not delivered to the Trustex, xnd the Transferor's master data processing records evidencing each Mortgage Loan with a legend, acceptable to the Trustee [and the Certificate Insurer], evidencing that the Trust has purchased the Mortgage Loans and all right and title thereto and interest therein pursuant to the Purchase and 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, the Master Servicer, the Custodian or the Trustee to be lost, stolen or destroyed, the Transferor shall, within 14 days of 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 simultaneously therewith request the obligor on such Mortgage Note to execute and return a replacement Mortgage Note, 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. Upon the request receipt of such replacement Mortgage Note, the Trustee shall return the lost note affidavit. Delivery by the Transferor of such lost note affidavit shall not affect the obligations of the Purchaser, Transferor under the Seller will assist Purchase and Sale Agreement with respect to the Purchaser in effecting the assignment referred to aboverelated Mortgage Loan.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date Purchaser or such later date as is agreed to by any assignee, transferee or designee of the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “complete Mortgage File Delivery Date”), the items of each Mortgage File (as defined in section 2.01 Exhibit 1) for each Mortgage Loan included on the Mortgage Loan Schedule, which Mortgage File shall contain the Mortgage Loan Documents (as defined in Exhibit 2). The Seller shall forward to the Purchaser original documents evidencing an assumption, modification, consolidation or extension of the Pooling and Servicing Agreementany Mortgage Loan within two (2) weeks of their execution, provided, however, that in lieu of the foregoing, the Seller may deliver shall provide the following documentsPurchaser with a certified true copy of any such document submitted for recordation within two (2) weeks of its execution, under the circumstances set forth below: (x) in lieu of and shall provide the original Mortgage, assignments to the Trustee of any document submitted for recordation or intervening assignments thereof which have been delivered, are being delivered or will upon receipt a copy of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification such document certified by the Seller on the face of such copy, substantially as follows: “Certified appropriate public recording office to be a true and correct complete copy of the originaloriginal within ninety (90) days of its submission for recordation, which has been transmitted subject to extension for recording;” (y) in lieu of reasonable cause. In the Mortgage, assignments event any document required to be delivered to the Trustee Purchaser pursuant to this Section 4(b), including an original or intervening assignments thereofcopy of any document submitted for recordation to the appropriate public recording office, if is not so delivered to the applicable jurisdiction retains the originals of such documents Purchaser, or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect)other Person as the Purchaser shall designate in writing, within ninety (90) days following the Seller may deliver photocopies of such documents containing an original certification by the judicial or Closing Date (other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating than with respect to the Assignments of Mortgage Loans, each identified which shall be delivered to the Purchaser in the list delivered blank and recorded subsequently by the Purchaser to or its designee), and in the Trustee on the Closing Date and attached hereto as Exhibit 2 event that the Seller may deliver lost note affidavits and indemnities does not cure such failure within thirty (30) days of the Seller; and provided further, however, that in the case discovery or receipt of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at the price and in the manner specified in Section 7. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. In addition to its repurchase obligations set forth above in effecting this paragraph, the assignment referred Seller shall exert customary and diligent efforts to abovecause the delivery to the Purchaser of the documents required to be delivered under the preceding paragraphs. Each document required to be delivered under this Section 4(b) shall be delivered by the Seller within three hundred and sixty (360) days of the Closing Date.

Delivery of Mortgage Loan Documents. Pursuant The Seller/Servicer shall, at least three (3) Business Days prior to various conveyance the Closing Date (or such earlier date as the Purchaser may reasonably request), deliver, at the Seller’s expense, and release to the Purchaser, or if so directed by the Purchaser, to the Custodian, the Mortgage Loan Documents with respect to each Mortgage Loan. To the extent received by it, the Seller/Servicer shall forward to the Purchaser, or its Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement; provided, however, that the Seller/Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be executed a true and complete copy of the original within ninety (90) days of its submission for recordation. With respect to any Mortgage Loan registered with the MERS System, Seller/Servicer shall take all action necessary to cause the MERS System to reflect Purchaser as the beneficial owner of the Mortgage Loan. In the event that the original (or a copy thereof certified by the public recording office in which such document has been recorded) of any of the Mortgage Loan Documents (except the Assignment of Mortgage) cannot be delivered on the Closing Date and pursuant due to a delay in the Pooling and Servicing Agreementpublic recording office, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will Seller/Servicer shall deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, and if the Seller, original (or a copy thereof certified by the public recording office in lieu which such document has been recorded) of delivering the above documents, may deliver any such document is not delivered to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 Purchaser within 90 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist Seller/Servicer at the price and in the manner specified in Section 6.03, unless the Seller/Servicer is delayed in so delivering such documents because any such instruments shall not have been received by the Seller/Servicer from the appropriate recording office. The Seller/Servicer shall make an image of the related Mortgage File available to the Purchaser for examination at the Seller/Servicer's offices or such other location as shall otherwise be agreed upon by the Purchaser and the Seller/Servicer. Such examination may be made by the Purchaser or its designee at any reasonable time prior to the Closing Date. The Purchaser may, at its option and without notice to the Seller/Servicer, purchase any Mortgage Loan without conducting any partial or complete examination. The fact that the Purchaser has conducted or has determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand repurchase or other relief or remedy provided for in effecting the assignment referred to abovethis Agreement.

Delivery of Mortgage Loan Documents. Pursuant The Seller will, on or prior to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing AgreementDate, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan: (i) the original Mortgage Note, endorsed in blank or in the following form "Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment in blank; (iv) the original recorded Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the Closing Date immediately preceding clause (iii); (v) the original or such copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original lender's title insurance policy or, if the original title policy has not been issued, the irrevocable commitment to issue the same. The Seller promptly shall (within sixty Business Days following the later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such the date of the receipt by the Seller of the recording information for a Mortgage but in no event later date is than ninety days following the Closing Date) submit or cause to be submitted for recording, at no expense to the Purchaser (or the Trust Fund or the Trustee under the Pooling and Servicing Agreement), in the appropriate public office for real property records, each Assignment referred to in clauses (b)(iii) and (b)(iv) of this Section 4 and shall execute each original Assignment in the following form: "Deutsche Bank National Trust Company, as Trustee under the applicable agreement." In the event that any such Assignment is lost or returned unrecorded because of a “Mortgage File Delivery Date”)defect therein, the items Seller promptly shall prepare a substitute Assignment or cure such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. With respect to a maximum of approximately 2.0% of the Mortgage Loans, by outstanding principal balance of the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit I to the Pooling and Servicing Agreement. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser within three Business Days. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; PROVIDED, HOWEVER, each Mortgage File Assignment shall be submitted for recording by the Seller in the manner described above, at no expense to the Purchaser, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as defined described in section 2.01 Section 7.02 of the Pooling and Servicing Agreement, provided(v) with respect to any one Assignment, howeverthe occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) any Mortgage Loan that in lieu is 90 days or more Delinquent. Upon (a) receipt of written notice that recording of the foregoingAssignments is required pursuant to one or more of the conditions set forth in the preceding sentence or (b) upon the occurrence of condition (vi) in the preceding sentence, the Seller may shall be required to deliver such Assignments within 30 days following receipt of such notice. If any of the following documentsdocuments referred to in Sections 4(b)(ii), under (iii) or (iv) above has, as of the circumstances set forth below: Closing Date, been submitted for recording but either (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have has not been returned in time to permit their delivery as specified abovefrom the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller may to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Purchaser or its assignee, transferee or designee of a true copy thereof with a certification of each such document certified by the Seller on Originator in the face case of such copy, substantially as follows: “Certified (x) above or the applicable public recording office in the case of (y) above to be a true and correct complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Purchaser or its assignee, transferee or designee promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments . Notice shall be provided to the Trustee or intervening assignments thereof, if and the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification Rating Agencies by the Seller if delivery pursuant to such effect. The Seller shall deliver such original documents clause (including any original documents as to which certified copies had previously been delivered2) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to above will be recorded not later made more than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel . If the original lender's title insurance policy was not delivered pursuant to Section 6 hereof 4(b)(vi) above, the Seller shall deliver or cause to be delivered to the effect that Purchaser or its assignee, transferee or designee promptly after receipt thereof, the recordation original lender's title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser or its assignee, transferee or designee promptly upon receipt thereof any other original documents constituting a part of such assignment is a Mortgage File received with respect to any Mortgage Loan, including, but not necessary to protect the Trustee’s interest in the related limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon Each original document relating to a Mortgage Loan which is not delivered to the request Purchaser or its assignee, transferee or designee, if held by the Seller, shall be so held for the benefit of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to aboveits assignee, transferee or designee.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) In connection with the transfer and assignment of the Mortgage Loanseach conveyance pursuant to Section 2.1 or 2.2 hereof, the Seller Depositor has delivered or will does hereby agree to deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser Certificate Insurance Policy and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of following documents for each Mortgage File as defined Loan sold by the Transferor to the Depositor and sold by the Depositor to the Trust Fund: (i) The original Mortgage Note, endorsed by the holder of record without recourse in section 2.01 the following form: "Pay to the order of ___________, without recourse" and signed by manual or facsimile signature in the name of an authorized officer of the Pooling holder of record, Xxxxx Union Bank and Servicing AgreementTrust Company, and if by the Transferor, by an authorized officer; (ii) The original Mortgage with evidence of recording indicated thereon; provided, however, that in lieu of if such Mortgage has not been returned from the foregoingapplicable recording office, the Seller may deliver the following documents, under the circumstances set forth below: then such recorded Mortgage shall be delivered when so returned; (xiii) in lieu An assignment of the original Mortgage, assignments in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located, in the name of the holder of record of the Mortgage Loan by an authorized officer (with evidence of submission for recordation of such assignment in the appropriate real estate recording office for such Mortgaged Property to be received by the Trustee or intervening assignments thereof which have been deliveredwithin 60 days of the Closing Date); provided, are being delivered or will upon receipt however, that Assignments of recording information relating to the Mortgage Mortgages shall not be required to be included thereon, be delivered to recording offices submitted for recording with respect to any Mortgage Loan which relates to the Trustee's Mortgage File if the Trustee, each of the Rating Agencies and the Certificate Insurer shall have received an opinion of counsel satisfactory to the Trustee, each of the Rating Agencies and the Certificate Insurer stating that, in such counsel's opinion, the failure to record such Assignment of Mortgage shall not have a materially adverse effect on the security interest of the Trustee in the Mortgage); provided, further, that any Assignment of Mortgage for which an opinion has been delivered shall be recorded by the Master Servicer upon the earlier to occur of (a) receipt by the Trustee of the Certificate Insurer's written direction to record such Mortgage, (b) the occurrence of any Event of Default, as such term is defined in this Agreement, or (c) a bankruptcy or insolvency proceeding involving the Mortgagor is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan; provided, however, that if the related Mortgage has not been returned in time from the applicable recording office within 120 days of the Closing Date, then such assignment shall be delivered when so returned (and a blanket assignment with respect to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller each unrecorded Mortgage shall be delivered on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recordingClosing Date);” (yiv) in lieu of the Mortgage, assignments to the Trustee or Any recorded intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu Assignments of the Mortgage Notes relating to the Mortgage Loanswith evidence of recording thereon; and (v) Any assumption, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Sellermodification, consolidation or extension agreements; and provided furtherprovided, however, that in the case of any Mortgage Loans which have been prepaid in full after the Cut-off Off Date and prior to the Closing Datedate of the execution of this Agreement, the SellerDepositor, in lieu of delivering the above documents, may deliver hereby delivers to the Trustee a certification of an officer of the Transferor of the nature set forth in Exhibit M 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 Depositor is delivering to the Trustee a true copy thereof with a certification by the Seller 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 such effect. The Seller shall the Purchase and Sale Agreement that it will deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies on behalf of the Depositor to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not no later than 180 90 days after the Closing Date; provided, orhowever, that in lieu 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 assignmentsoriginal Mortgage or Assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. The Transferor has agreed pursuant to the Purchase and Sale Agreement, shall 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 in the appropriate public office for real property records, provided that such assignments are redelivered by the Trustee to the Transferor upon the Transferor's written request and at the Transferor's expense, unless the Transferor (at its expense) furnishes to the Trustee, the Certificate Insurer and the Rating Agencies an unqualified Opinion of Counsel pursuant reasonably acceptable to Section 6 hereof the Trustee to the effect that the recordation of such assignment is not necessary under applicable state law to protect preserve the Trustee’s 's interest in the related Mortgage LoanLoan against the claim of any subsequent transferee of such Mortgage Loan or any successor to, or creditor of, the Transferor. On or prior to the Closing Date the Master 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, Xxxxx Union Bank and Trust Company." The Master Servicer, at its own expense shall also complete each Assignment of Mortgage either in blank or such that the final Assignment of Mortgage appears in the following form: "Norwest Bank Minnesota, National Association, as Trustee for Xxxxx Home Equity Trust 1999-1 formed pursuant to the Pooling and Servicing Agreement dated as of January 31, 1999, among Bear Xxxxxxx Asset Backed Securities, Inc. as Depositor, Xxxxx Funding Corp, as Transferor, Xxxxx Union Bank and Trust Company, as Master Servicer and Norwest Bank Minnesota, National Association, as Trustee" (b) Without diminution of the requirements of Sections 2.2(c) and this Section 2.3, all original documents relating to the Mortgage Loans that are not delivered to the Trustee are and shall be delivered to the Master Servicer by the Transferor on behalf of the Depositor pursuant to the Purchase and Sale Agreement, and shall be held by the Master Servicer in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section 2.3 to be a part of a Mortgage File, the Master Servicer shall promptly deliver such original document to the Trustee. In acting as custodian of any such original document, the Master Servicer agrees further that it does not and will not have or assert any beneficial ownership interest in the Mortgage Loans or the Mortgage Files. Promptly upon the Depositor's and the Trust's acquisition thereof and the Master Servicer's receipt thereof, the Master Servicer on behalf of the Trust shall xxxx conspicuously each original document not delivered to the Trustee, and the Transferor's master data processing records evidencing each Mortgage Loan with a legend, acceptable to the Trustee and the Certificate Insurer, evidencing that the Trust has purchased the Mortgage Loans and all right and title thereto and interest therein pursuant to the Purchase and 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, the Master Servicer, the Custodian or the Trustee to be lost, stolen or destroyed, the Transferor shall, within 14 days of 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 simultaneously therewith request the obligor on such Mortgage Note to execute and return a replacement Mortgage Note, 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. Upon the request receipt of such replacement Mortgage Note, the Trustee shall return the lost note affidavit. Delivery by the Transferor of such lost note affidavit shall not affect the obligations of the Purchaser, Transferor under the Seller will assist Purchase and Sale Agreement with respect to the Purchaser in effecting the assignment referred to aboverelated Mortgage Loan.

Delivery of Mortgage Loan Documents. Pursuant (a) On or prior to various conveyance documents to be executed on the Closing Date and or Subsequent Transfer Date, as applicable, the Seller shall deliver to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement), each of the Purchaser will assign on following documents for each applicable Mortgage Loan: (i) The original Mortgage Note, bearing all intervening endorsements showing a complete chain of endorsements from the Closing Date all originator of its right, title and interest in and such Mortgage Loan to the Mortgage Loans Seller endorsed by the Seller without recourse in the following form: "Pay to the order of [Bankers Trust Company,] as Trustee for the benefit of the Certificateholders. In connection Certificateholders and the [Certificate Insurer] for Preferred Credit Asset-Backed Certificates, Series 199_-_, without recourse" and signed in the name of the Seller by an authorized officer; (ii) The original Mortgage with evidence of recording indicated thereon or if such Mortgage has not been returned from the transfer and applicable recording office, a copy of the Mortgage certified by an authorized officer of the Seller (such original recorded Mortgage shall be delivered when so returned); (iii) An original assignment of the Mortgage Loansoriginal Mortgage, in suitable form for recordation in the jurisdiction in which the related Mortgaged Property is located, in the name of the Seller has delivered or will deliver or cause signed by an authorized officer (with evidence of submission for recordation of such assignment in the appropriate real estate recording office for such Mortgaged Property); provided, however, that assignments of mortgages shall not be required to be delivered submitted for recording with respect to any Mortgage Loan which relates to the Trustee by Trustee's Mortgage File if the Closing Date or such later date as is agreed to by the Purchaser and the Seller (Trustee, each of the Closing Date Rating Agencies and the [Certificate Insurer] shall have received an opinion of counsel at the expense of the Seller satisfactory to the Trustee, each of the Rating Agencies and the [Certificate Insurer] stating that, in such later date is referred to as a “Mortgage File Delivery Date”)counsel's opinion, the items failure to record such assignment of each Mortgage File shall not have a materially adverse effect on the security interest of the Trustee in the Mortgage; PROVIDED, FURTHER, that any assignment of Mortgage for which an opinion has been delivered shall be recorded by the Seller upon the earlier to occur of (i) receipt by the Trustee of the [Certificate Insurer]'s written direction to record such Mortgage, (ii) the occurrence of any Event of Default, as such term is defined in section 2.01 of the Pooling and Servicing Agreement, providedor (iii) a bankruptcy or insolvency proceeding involving the Mortgagor is initiated or foreclosure proceedings are initiated against the Mortgaged Property as a consequence of an event of default under the Mortgage Loan; PROVIDED, howeverfurther, that if the related Mortgage has not been returned from the applicable recording office, then a copy of such Mortgage certified by an authorized officer of the Seller shall be delivered (such original assignment shall be delivered when so returned); (iv) The original of any intervening assignments of the Mortgage with evidence of recording thereon showing a complete chain of assignment from the originator of such Mortgage Loan to the Seller; (v) The original of any assumption, modification, consolidation or extension agreements with evidence of recording thereon; and (vi) The title report or policy of title insurance (or a commitment for title insurance if the policy is being held by the title insurance company pending recordation of the Mortgage) issued with respect to such Mortgage Loan; PROVIDED, HOWEVER, that in lieu the case of any Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the date of the foregoingexecution of this Agreement, the Seller may deliver the following documentsSeller, under the circumstances set forth below: (x) in lieu of delivering the original Mortgageabove documents, assignments hereby delivers to the Trustee Depositor a certification of an officer of the Seller of the nature set forth in Exhibit N attached to the Pooling and Servicing Agreement; and PROVIDED, FURTHER, HOWEVER, that as to certain Mortgages or intervening assignments thereof which have been delivered, delivered or are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned to the Seller in time to permit their delivery as specified abovehereunder at the time of such transfer, in lieu of delivering such original documents, the Seller may deliver Depositor is delivering to the Trustee a true copy thereof with a certification by the Seller on the face of such copy, copy substantially as follows: “Certified to be a "certified true and correct copy of the original, original which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. recordation." The Seller shall agrees that it will deliver such original documents (including documents, together with any original documents as to which certified copies had related title report or policy of title insurance not previously been delivered) or such certified copies , on behalf of the Depositor to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not no later than 180 120 days after the Closing Date; PROVIDED, orHOWEVER, that in lieu 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 Seller shall be deemed to have satisfied its obligations hereunder if it shall have delivered to the Trustee a copy of such assignmentsoriginal Mortgage or assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. The Seller agrees, shall 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 in the appropriate public office for real property records, provided that such assignments are redelivered by the Trustee to the Seller upon the Seller's written request and at the Seller's expense, unless the Seller (at its expense) furnishes to the Trustee, the [Certificate Insurer] and the Rating Agencies an Opinion of Counsel pursuant reasonably acceptable to Section 6 hereof the Trustee and the [Certificate Insurer] to the effect that the recordation of such assignment is not necessary under applicable state law to protect preserve the Trustee’s 's interest in the related Mortgage LoanLoan against the claim of any subsequent transferee of such Mortgage Loan or any successor to, or creditor of the Seller. (b) In the event that any additional original documents are required pursuant to the terms of this Section 2.05 to be a part of a Mortgage File, the Seller or the Depositor, respectively, shall promptly deliver written notice to the Trustee that such additional original documents are required hereunder and deliver such original documents 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 Mortgage Loans or the Mortgage Files. (c) In the event that any Mortgage Note required to be delivered pursuant to this Section 2.05 is conclusively determined by any of the Seller, the Servicer or the Trustee to be lost, stolen or destroyed the Seller shall, within 14 days of the Closing Date, deliver to the Trustee a "lost note affidavit" in form and substance acceptable to the Trustee, and shall simultaneously therewith request the obligor on such Mortgage Note to execute and return a replacement Mortgage Note, 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. Upon the request receipt of such replacement Mortgage Note, the Trustee shall return the lost note affidavit. Delivery by the Seller of such lost note affidavit shall not affect the obligations of the PurchaserSeller hereunder with respect to the related Mortgage Loan. (d) Promptly after the Closing Date, the Seller will assist shall, with respect to each Mortgage Loan, cause to be recorded in the Purchaser appropriate public office for real property records, where permitted by applicable law and where applicable law does not require that a subordinate mortgagee be named as a party defendant in effecting foreclosure or comparable proceedings in order to foreclose or otherwise preempt such mortgagee's equity of redemption, a request for notice of any action by or on behalf of any mortgagee under the assignment referred to aboverelated senior lien.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the CertificateholdersCertificateholders as their interests may appear. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreementdocuments set forth on Exhibit 1 hereto, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” ”; (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 2, the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser in effecting the assignment referred to above.

Delivery of Mortgage Loan Documents. Pursuant At least two (2) Business Days prior to various conveyance documents each Closing Date, the Seller shall deliver the Mortgage Loan Documents with respect to be executed on each Mortgage Loan to the Closing Date and Purchaser or a bonded third party custodian (the "Custodian") and, in the case of the latter, shall cause the Custodian to deliver to the Purchaser a custodian's certification pursuant to which the Pooling and Servicing Agreement, Custodian certifies to the Purchaser will assign on the Closing Date all that (i) with respect to each Mortgage Loan, it has in its possession originals of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment each of the Mortgage LoansLoan Documents, (ii) all of the Seller has delivered or will deliver or cause Mortgage Loan Documents appear on their face to be genuine originals or copies, as applicable, and (iii) upon the Purchaser's wiring of the Purchase Proceeds to the Seller, that the Custodian shall hold the Mortgage Loan Documents with respect to each Mortgage Loan in trust for the Purchaser and will, subsequent thereto, act only in a manner consistent with the Purchaser's instructions with respect thereto. In the event that any of the Mortgage Loan Documents set forth in clauses (c) through (e) of the definition of Mortgage Loan Documents in Article I have not been delivered to the Trustee by Purchaser in the Closing Date or time specified above (the "Missing Documents") either because such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and Missing Documents have not been returned by the applicable public recording office with respect to items (c) and (d), or because the final original title policy has not yet been issued by the title company with respect to item (e), then the Seller shall deliver to the Purchaser certified true and correct copies of the same and shall further deliver the originals of any such Missing Documents promptly upon its receipt thereof, but in no event later than ninety (90) days from the Closing Date. If the Seller fails to deliver any of the Missing Documents relating to a Mortgage Loan within the time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copyshall, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification upon written request from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon the request of the Purchaser, the Seller will assist the Purchaser repurchase such Mortgage Loan in effecting the assignment referred to aboveaccordance with Section 3.3.

Delivery of Mortgage Loan Documents. Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. (a) . (a) In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause to be delivered related Originator shall no less than three (3) Business Days prior to the Trustee by Initial Closing Date, with respect to the Closing Initial Mortgage Loans, and shall no less than three (3) Business Days prior to the Subsequent Purchase Date or such later date as is agreed with respect to by Subsequent Mortgage Loans, deliver to the Purchaser and the Seller (each Collateral Agent, on behalf of the Closing Date and such later date is referred Indenture Trustee (as pledgee of the Trust pursuant to as a “Mortgage File Delivery Date”the Indenture), the items of following documents or instruments with respect to each Mortgage File Loan so transferred or assigned: (i) the original Mortgage Note, endorsed without recourse from the Originators to "The Chase Manhattan Bank, as defined in section 2.01 collateral agent for the holder of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in related mortgage note from time to permit their delivery as specified above, time"; including all intervening endorsements showing a complete chain of endorsement; (ii) the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an related original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignmentsrelated power of attorney, if any, and with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office; (iii) if the original Mortgage does not show the related Originator as the mortgagor thereon, the recorded mortgage assignment, or copy thereof certified by the applicable recording office, showing a complete chain of assignment from the originator of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan to the request of the Purchaserrelated Originator (which assignment may, the Seller will assist the Purchaser in effecting at such Originator's option, be combined with the assignment referred to above.in subpart (iv) hereof, in which case it must be in recordable form, but need not have been previously recorded); (iv) a mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage endorsed from the related Originator to "The Chase Manhattan Bank, as collateral agent for the holder of the related mortgage note from time to time"; (v) originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) an original title insurance policy (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder together with a certificate from the related Originator that the original Mortgage has been delivered to the title insurance company that issued such binder for recordation); and (vii) if the Mortgage Loan Schedule indicates that such Mortgage Loan is a business purpose loan, an original surety agreement, if any. In instances where the original recorded Mortgage and an original assignment cannot be delivered by the related Originator to the Collateral Agent, on behalf of the Indenture Trustee, prior to or concurrently with the execution and delivery of this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the related Subsequent Purchase Date), due to a delay in connection with recording, the related Originator may:

Delivery of Mortgage Loan Documents. Pursuant The Seller/Servicer shall, at least five (5) Business Days prior to various conveyance the Closing Date (or such earlier date as the Purchaser may reasonably request), deliver, at the Seller’s expense, and release to the Purchaser, or if so directed by the Purchaser, to the Custodian, the Mortgage Loan Documents with respect to each Mortgage Loan. To the extent received by it, the Seller/Servicer shall forward to the Purchaser, or its Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement; provided, however, that the Seller/Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be executed a true and complete copy of the original within ninety (90) days of its submission for recordation. With respect to any Mortgage Loan registered with the MERS System, the Seller/Servicer shall take all action necessary to cause the MERS System to reflect the Purchaser as the beneficial owner of the Mortgage Loan. In the event that the original (or a copy thereof certified by the public recording office in which such document has been recorded) of any of the Mortgage Loan Documents (except the Assignment of Mortgage) cannot be delivered on the Closing Date and pursuant due to a delay in the Pooling and Servicing Agreementpublic recording office, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will Seller/Servicer shall deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, and if the Seller, original (or a copy thereof certified by the public recording office in lieu which such document has been recorded) of delivering the above documents, may deliver any such document is not delivered to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 Purchaser within 90 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist Seller/Servicer at the price and in the manner specified in Section 6.03, unless the Seller/Servicer is delayed in so delivering such documents because any such instruments shall not have been received by the Seller/Servicer from the appropriate recording office. The Seller/Servicer shall make an image of the related Mortgage File available to the Purchaser for examination at the Seller/Servicer’s offices or such other location as shall otherwise be agreed upon by the Purchaser and the Seller/Servicer. Such examination may be made by the Purchaser or its designee at any reasonable time prior to the Closing Date. The Purchaser may, at its option and without notice to the Seller/Servicer, purchase any Mortgage Loan without conducting any partial or complete examination. The fact that the Purchaser has conducted or has determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s rights to demand repurchase or other relief or remedy provided for in effecting the assignment referred to abovethis Agreement.

Delivery of Mortgage Loan Documents. Pursuant With respect to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the each Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage LoansLoan, the Seller has delivered or will shall deliver or cause to be delivered and release to the Trustee by Purchaser, its designee or the Custodian, (a) at least five (5) Business Days prior to the related Closing Date (or such later date as is agreed to by the Purchaser and the Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”may reasonably request), the items original Mortgage Note endorsed in blank and the original Assignment of each Mortgage File as defined assigned in section 2.01 of blank and (b) the Pooling and Servicing Agreementother Mortgage Loan Documents no later than sixty (60) days following the related Closing Date, provided, however, that in lieu of the foregoing, the Seller may deliver subject to the following documentsparagraph. All documents shall be original documents or, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after Loan Documents delivered for recording, either the Cutoriginal recorded documents or clerk-off Date and prior certified copies. In the event that such original or copy of any Mortgage Loan Document is not so delivered to the Purchaser or its designee within one hundred eighty (180) days following the related Closing Date, and in the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by event that the Seller to does not cure such effect. The Seller shall deliver such original documents failure within sixty (including any original documents as to which certified copies had previously been delivered60) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu receipt of written notification of such assignmentsfailure from the Purchaser, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at a price and in the Purchaser manner specified in effecting Subsection 7.03. The foregoing repurchase obligation shall not apply in the assignment referred event the Seller cannot cause the Servicer to abovedeliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer’s Certificate of a servicing officer of the Servicer, confirming that such document has been accepted for recording and that the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified time for any reason within one hundred eighty (180) days after receipt of written notification of such failure from the Purchaser, the Seller shall repurchase the related Mortgage Loan at the price and in the manner specified in Subsection 7.03. To the extent received by it, the Servicer shall promptly forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. Pursuant The Seller shall deliver and release to various conveyance documents the Custodian no later than five (5) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by the Custodial Agreement with respect to each Mortgage Loan set forth on the related Mortgage Loan Schedule. The Custodian shall certify its receipt of all such Mortgage Loan Documents required to be executed on the Closing Date and delivered pursuant to the Pooling Custodial Agreement for the related Closing Date, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Seller shall comply with the terms of the Custodial Agreement and Servicing Agreement, the Purchaser will assign on the Closing Date shall pay all of its right, title fees and interest in and to the Mortgage Loans to the Trustee for the benefit expenses of the CertificateholdersCustodian. In connection with the transfer and assignment of the Mortgage Loans, the Seller has delivered or will deliver or cause event any document required to be delivered to the Trustee by Custodian in the Custodial Agreement, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 90 days following the related Closing Date or such later date as is agreed (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee), and in the event that the Seller (each does not cure such failure within 30 days of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File as defined in section 2.01 of the Pooling and Servicing Agreement, provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee discovery or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certification by the Seller on the face written notification of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification failure from the Seller to such effect)Purchaser, the Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the effect that the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon Loan shall, upon the request of the Purchaser, be repurchased by the Seller will assist at the price and in the manner specified in Section 3.03. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. Pursuant to Section 11.11, the Seller shall be responsible for recording the Assignments of Mortgage (or Form UCC-3's for Co-op Loans). The Seller shall pay all initial recording fees, for the Assignments of Mortgage (or Form UCC-3's for Co-op Loans) and any other fees in effecting connection with the assignment referred transfer of the Mortgage Loan Documents to abovethe Custodian or, upon written request of the Purchaser, to the Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's designee shall be responsible for recording the Assignments of Mortgage and shall be reimbursed by the Seller for the costs associated therewith pursuant to the preceding sentence. No later than five (5) days prior to the related Closing Date, the Seller shall provide a copy of the commitment for title insurance to the Purchaser. If the Purchaser discovers any defect with respect to any document constituting part of a Mortgage File, the Purchaser shall give written specification of such defect to the Seller and the Seller shall cure or repurchase such Mortgage Loan in accordance with Section 3.03. The Servicer shall forward to the Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within five (5) days of its return from the appropriate public recording office.