Common use of Initial Mortgage Loans Clause in Contracts

Initial Mortgage Loans. Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Depositor, without recourse, all of Seller’s right, title and interest in and to (i) the Initial Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by Seller on or with respect to the Initial Mortgage Loans after the Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of Depositor’s right, title and interest in and to (i) the Initial Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by Depositor on or with respect to the Initial Mortgage Loans after the Cut-Off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Depositor’s rights and obligations under this Agreement and the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Depositor shall deliver, or cause to be delivered, to the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by the Issuer of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution, the Class B-[__] and Class B-[__] Bonds and cash wired to the order of Depositor. The amount of the purchase price payable by the Issuer shall be set forth in writing in a separate letter.

Initial Mortgage Loans. SellerAs of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Depositorthe Issuer, without recourse, subject to Sections 2.02, 2.03, 3.03 and 3.04, in trust, all of Seller’s the right, title and interest of the Depositor in and to (i) the Initial Mortgage LoansLoans and the Reserve Fund Mortgage Assets. Such conveyance includes, including without limitation, the related Mortgage Documents right to all payments of principal and all interest and principal received or receivable by Seller on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all interest and principal such payments on the Initial Mortgage Loans due after such date but received prior to the Cut-off Date in respect of installments of interest such date and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified intended by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required Mortgagors to be deposited in the Custodial Accounts and the Pledged Accounts applied after such date together with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of Depositor’s 's right, title and interest in and to (i) the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and any Escrow Account and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage Assets, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage Assets, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Securityholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Consolidated Agreement and delegates its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment and delegation, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Initial Mortgage Loans, including the related Reserve Fund Mortgage Documents and all interest and principal received Assets or receivable by Depositor on any other agreement or instrument relating thereto except as specifically set forth herein. In addition, with respect to any Additional Collateral Mortgage Loan, the Initial Mortgage Loans after the CutDepositor does hereby transfer, assign, set-Off Date over and all interest and principal payments on the Initial Mortgage Loans received prior otherwise convey to the Cut-off Date in respect of installments of interest and principal due thereafterIssuer without recourse (except as provided herein) (i) its rights as assignee under any security agreements, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on pledge agreements or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Depositor’s rights and obligations under this Agreement and the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage LoansLoan, (ivii) the Insurance Policies with its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Depositor shall deliver, or cause to be delivered, to the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody related Servicing Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by the Issuer of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution, the Class B-[__] and Class B-[__] Bonds and cash wired to the order of Depositor. The amount of the purchase price payable by the Issuer shall be set forth in writing in a separate letter.

Initial Mortgage Loans. SellerTo provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, concurrently the distribution of all other sums distributable hereunder with respect to the execution Certificates and delivery hereofthe performance of the covenants contained herein, the Depositor hereby sells, transfersconveys, assignsassigns and transfers to the Trustee, sets over and otherwise conveys to Depositorin trust, without recourse, subject to Section 2.3, in trust, and for the exclusive benefit of the Certificateholders as their respective interests may appear, all of Sellerthe Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from: (A) (i) the Initial Mortgage LoansLoans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, including in respect of which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith the related Mortgage Documents Files, and the Depositor’s interest in any collateral pledged to secure a Mortgage Loan, and all interest and principal received or receivable by Seller on or with respect to Scheduled Payments due after the Initial Mortgage Loans after the Cut-off Date and all interest and principal payments on Principal Prepayments received with respect to the Mortgage Loans paid by the borrower after the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of Depositor’s right, title and interest in and to (i) the Initial Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by Depositor on or with respect to the Initial Mortgage Loans after the Cut-Off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, foregoing; (ii) Depositor’s rights and obligations under this Agreement and the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, each Insurance Policy; (iii) the pledge, control Sale Agreement (and guaranty agreements delegates its obligations thereunder) and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, (including, without limitationbut not limited to, all Insurance Proceedsproceeds of any mortgage insurance, Liquidation Proceeds and condemnation awards. On hazard insurance, or prior title insurance policy relating to the Closing DateMortgage Loans, Depositor cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing); to pay the Certificates as specified herein (items (i) through (iv) above, collectively, the “Trust Fund”) and (B) the Swap Agreement and the right to receive cash and all other assets constituting property of the Supplemental Interest Trust. Concurrently with the execution of this Agreement, the Swap Agreement shall deliver, or cause to be delivered, delivered to the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release Securities Administrator on behalf of the Trustee’s Mortgage Files . In connection therewith, the Depositor hereby directs the Trustee (solely in its capacity as such) to execute and deliver the Swap Agreement on behalf of, and for the Closing Date shall be made against payment benefit of, the Certificateholders. The Seller, the Master Servicer, the Securities Administrator, the Depositor, the Servicer and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Swap Agreement solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. It is agreed and understood by the Issuer of Depositor and the purchase price for Trustee (and the Initial Seller has so represented and recognized in the Sale Agreement) that it is not intended that any Mortgage Loans and related assetsLoan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, which shall be 2003, (ii) a combination of credit for an additional capital contribution“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Risk Home Loan” as defined in the Class B-[__] and Class B-[__] Bonds and cash wired to Illinois High-Risk Home Loan Act effective January 1, 2004, (iv) a “High-Cost Home Mortgage Loan” as defined in the order of Depositor. The amount of Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, or (v) a “High Cost Home Loan” as defined in the purchase price payable by the Issuer shall be set forth in writing in a separate letterIndiana Home Loan Practices Act effective January 1, 2005.

Initial Mortgage Loans. Seller, concurrently Concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Depositorthe Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust, all of Seller’s the right, title and interest of the Depositor in and to (i) the Initial Mortgage Loans. Such conveyance includes, including without limitation, the related Mortgage Documents right to all payments of principal and all interest and principal received or receivable by Seller on or with respect to the Initial Mortgage Loans on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all interest and principal such payments on the Initial Mortgage Loans due after such date but received prior to the Cut-off Date in respect of installments of interest such date and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified intended by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required Mortgagors to be deposited in the Custodial Accounts and the Pledged Accounts applied after such date together with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of Depositor’s 's right, title and interest in and to (i) the Initial Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Securities Administration Account and all amounts from time to time credited to and the proceeds of the Securities Administration Account, the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, the Pre-Funding Account, and all amounts from time to time credited to the proceeds of the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to the proceeds of the Capitalized Interest Account, any Custodial Accounts, any Escrow Account established pursuant to Section 9.06 and any Basis Risk Reserve Fund established pursuant to Section 5.06 and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreements, including all rights of the related Seller under each Servicing Agreement and the Transfer Agreements, but only to the extent assigned under the related Mortgage Documents Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all interest the rights of the Depositor under the Mortgage Loan Sale Agreements as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and principal received conveyance does not and is not intended to result in the creation or receivable assumption by Depositor on the Trustee of any obligation of the Depositor, the Sellers or any other Person in connection with respect to the Initial Mortgage Loans after the Cut-Off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all any other proceeds received in respect of such Initial Mortgage Loans, (ii) Depositor’s rights and obligations under this Agreement and the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, agreement or instrument relating thereto except as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Depositor shall deliver, or cause to be delivered, to the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner specifically set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by the Issuer of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution, the Class B-[__] and Class B-[__] Bonds and cash wired to the order of Depositor. The amount of the purchase price payable by the Issuer shall be set forth in writing in a separate lettertherein.

Initial Mortgage Loans. Seller, concurrently Concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Depositorthe Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust, all of Seller’s the right, title and interest of the Depositor in and to (i) the Initial Mortgage Loans. Such conveyance includes, including without limitation, the related Mortgage Documents right to all payments of principal and all interest and principal received or receivable by Seller on or with respect to the Initial Mortgage Loans on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all interest and principal such payments on the Initial Mortgage Loans due after such date but received prior to the Cut-off Date in respect of installments of interest such date and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified intended by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required Mortgagors to be deposited in the Custodial Accounts and the Pledged Accounts applied after such date together with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of Depositor’s right, title and interest in and to (i) the Initial Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, the Pre-Funding Accounts and all amounts from time to time credited to and the proceeds of the Pre-Funding Accounts, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Capitalized Interest Account, any Custodial Accounts and all amounts from time to time credited to and the proceeds of the Custodial Accounts, any Escrow Account established pursuant to Section 9.06 and any Basis Risk Reserve Fund established pursuant to Section 5.06 and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the related Mortgage Documents Mortgaged Properties and all interest any Additional Collateral, and principal received or receivable by Depositor on or with respect any proceeds of the foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the Initial Mortgage Loans after review provided for in Section 2.02, it has received and shall hold the Cut-Off Date Trust Fund, as trustee, in trust, for the benefit and all interest use of the Holders of the Certificates and principal payments on for the Initial Mortgage Loans received prior purposes and subject to the Cut-off Date terms and conditions set forth in respect this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of installments the Depositor, in exchange for the Trust Fund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under each Servicing Agreement and principal due thereafterthe Transfer Agreements, but not including payments of interest and principal due and payable on only to the Initial extent assigned under the Mortgage Loans on or before the Cut-off DateLoan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all other proceeds received the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. It is agreed and understood by the Depositor and the Trustee (and the Depositor has so represented and recognized in respect of such Initial the Mortgage LoansLoan Sale Agreement) that it is not intended that any Mortgage Loan to be included in the Trust Fund be either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003 or (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor’s rights and obligations under this Agreement and , the Purchase Agreements and the Servicing Agreements Seller or any other Person in connection with respect to the Initial Mortgage Loans. The Depositor hereby directs the Trustee, solely in its capacity as modified by the related AcknowledgementsTrustee hereunder, (iii) the pledge, control to execute and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Depositor shall deliver, or cause to be delivered, to concurrently with the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 execution and delivery of the Custody this Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by the Issuer of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution, the Class B-[__] and Class B-[__] Bonds and cash wired to the order of DepositorCap Agreements. The amount Trustee shall have no duty or responsibility to enter into any other interest rate cap agreement upon the expiration or termination of the purchase price payable by the Issuer shall be set forth in writing in a separate lettereach Cap Agreement.

Initial Mortgage Loans. SellerAs of the Closing Date, in consideration of the Trustee’s delivery of the Certificates to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Depositorthe Trustee, without recourse, subject to Section 3.01, in trust, all of Seller’s the right, title and interest of the Depositor in and to all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities claims and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (ia) the Initial Mortgage LoansLoans listed in the Mortgage Loan Schedule, including the related Mortgage Documents and all interest and principal received or receivable by Seller on or with respect to the Initial Mortgage Loans due and payable after the Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafterDate, but not including payments of interest and principal due and payable on the Initial any Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of together with the Mortgage Files relating to such Initial Mortgage Loans, (iib) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, REO Property, Liquidation Proceeds and condemnation awards. On or prior other recoveries (in each case, subject to clause (a) above), (c) all Escrow Payments, (d) any Insurance Policies, (e) the Closing Daterights of the Depositor under the Mortgage Loan Purchase Agreement, Seller shall deliver to Depositor or, at (f) the Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of Depositor’s right, title and security interest in and any collateral pledged to (i) secure the Initial Mortgage Loans, including the related Mortgage Documents and Mortgaged Properties, [(g) all interest and principal received or receivable by Depositor on or Credit Line Advances created with respect to the Initial Mortgage Loans after the Cut-Off Date Revolving Credit Loans] and [(h)] all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all interest cash and principal payments on the Initial Mortgage Loans received prior to the Cutnon-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Depositor’s rights and obligations under this Agreement and the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all cash proceeds of the conversionforegoing to have and to hold, voluntary or involuntaryin trust; and the Trustee declares that, of any subject to the review provided for in Section 2.02, it has received and shall hold the Trust Fund, as Trustee, in trust, for the benefit and use of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds Certificateholders and condemnation awards. On or prior for the purposes and subject to the Closing Date, Depositor shall deliver, or cause to be delivered, to the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner terms and conditions set forth in Section 2 this Agreement, and, concurrently with such receipt, the Trustee has issued and delivered the Certificates and the Ownership Certificate to or upon the order of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by the Issuer of the purchase price Depositor, in exchange for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution, the Class B-[__] and Class B-[__] Bonds and cash wired to the order of Depositor. The amount other property of the purchase price payable by the Issuer shall be set forth in writing in a separate letterTrust Fund.

Initial Mortgage Loans. Seller, concurrently Concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Depositorthe Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust, all of Seller’s the right, title and interest of the Depositor in and to (i) the Initial Mortgage Loans. Such conveyance includes, including without limitation, the related Mortgage Documents right to all payments of principal and all interest and principal received or receivable by Seller on or with respect to the Initial Mortgage Loans on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all interest and principal such payments on the Initial Mortgage Loans due after such date but received prior to the Cut-off Date in respect of installments of interest such date and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Initial Mortgage Loans, (ii) Seller’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified intended by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required Mortgagors to be deposited in the Custodial Accounts and the Pledged Accounts applied after such date together with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Seller shall deliver to Depositor or, at Depositor’s direction, to the Custodian, the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Depositor of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to Seller’s account. The amount of the purchase price payable by Depositor shall be set forth in writing in a separate letter. Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse, all of Depositor’s 's right, title and interest in and to (i) the Initial Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Certificate Account, and all amounts from time to time credited to and the proceeds of the Certificate Account, the Pre-Funding Account, and all amounts from time to time credited to the proceeds of the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to the proceeds of the Capitalized Interest Account, any Custodial Accounts, any Escrow Account established pursuant to Section 9.06 and any Basis Risk Reserve Fund established pursuant to Section 5.06 and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreements, including all rights of the related Seller under each Servicing Agreement and the Transfer Agreements, but only to the extent assigned under the related Mortgage Documents Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all interest the rights of the Depositor under the Mortgage Loan Sale Agreements as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and principal received conveyance does not and is not intended to result in the creation or receivable assumption by Depositor on the Trustee of any obligation of the Depositor, the Sellers or any other Person in connection with respect to the Initial Mortgage Loans after the Cut-Off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Initial Mortgage Loans on or before the Cut-off Date, and all any other proceeds received in respect of such Initial Mortgage Loans, (ii) Depositor’s rights and obligations under this Agreement and the Purchase Agreements and the Servicing Agreements with respect to the Initial Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds agreement or instrument relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Initial Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts with respect to the Initial Mortgage Loans, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, Depositor shall deliver, or cause to be delivered, to the Custodian the Trustee’s Mortgage File for each Initial Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by the Issuer of the purchase price for the Initial Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution, the Class B-[__] and Class B-[__] Bonds and cash wired to the order of Depositor. The amount of the purchase price payable by the Issuer shall be set forth in writing in a separate letterthereto.